Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered
into as of October 31, 2003, by and among SatCon Technology Corporation, a
Delaware corporation (the “Company”), and the purchasers listed on Schedule
I hereto (the “Purchasers”).


 


This Agreement
is being entered into pursuant to the Series B Convertible Preferred Stock
Purchase Agreement, dated as of the date hereof among the Company and the
Purchasers (the “Purchase Agreement”).


 


The Company
and the Purchasers hereby agree as follows:


 


1.            Definitions.


 


Capitalized
terms used and not otherwise defined herein shall have the meanings given such
terms in the Purchase Agreement.  As
used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have meaning set forth in Section 3(m).


 


“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly
controls or is controlled by or under common control with such Person.  For the purposes of this definition, “control,”
when used with respect to any Person, means the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms of “affiliated,” “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Board”
shall have meaning set forth in Section 3(n).


 


“Business
Day” means any day except Saturday, Sunday and any day which shall be a
legal holiday or a day on which banking institutions in the state of New York
generally are authorized or required by law or other government actions to
close.


 


“Closing
Date” means the date of the closing of the purchase and sale of the Preferred
Stock and Warrants pursuant to the Purchase Agreement.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common
Stock” means the Company’s Common Stock, par value $0.01 per share.


 


“Effectiveness
Date” means with respect to the Registration Statement the earlier of the
ninetieth (90th) day following the Closing Date or the date which is
within five (5) days of the date on which the Commission informs the Company
that the Commission (i) will not review


 

















 


the Registration Statement or
(ii)  that
the Company may request the acceleration of the effectiveness of the
Registration Statement and the Company makes such request.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2.


 


“Event”
shall have the meaning set forth in Section 7(e).


 


“Event Date”
shall have the meaning set forth in Section 7(e).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Filing Date” means the forty-fifth (45th) day
following the Closing Date.


 


“Holder” or “Holders” means each of the Purchasers and
any transferee of any of them to whom Registrable Securities have been
transferred in accordance with Section 7(a) of this Agreement, other than a
transferee to whom Registrable Securities have been transferred pursuant to a
Registration Statement under the Securities Act or Rule 144 or Regulation S
under the Securities Act (or any successor rule thereto).


 


“Indemnified Party” shall have the meaning set forth in Section
5(c).


 


“Indemnifying Party” shall have the meaning set forth in Section
5(c).


 


“Losses”
shall have the meaning set forth in Section  5(a).


 


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


 


“Preferred Stock” means the Series B Convertible Preferred
Stock, par value $0.01 per share and stated value $5,000 per share, of the
Company issued to the Purchasers pursuant to the Purchase Agreement.


 


“Proceeding” means an action, claim, suit, investigation or
proceeding (including, without limitation, an investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Prospectus”
means the prospectus included in the Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from
a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by the
Registration Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments.


 


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“Registrable
Securities means the shares of Common Stock issuable upon conversion of the
Preferred Stock and the shares of Common Stock issuable upon exercise of the
Warrants; provided, however, that Registrable Securities shall
include (but not be limited  to) a number of shares of Common Stock
equal to no less than 120% of the maximum number of shares of Common Stock
which would be issuable upon conversion of the Preferred Stock (excluding
shares of Common Stock that may be issued as dividends on the Preferred Stock)
and upon exercise of the Warrants, assuming such conversion and exercise
occurred on the Closing Date or the Filing Date, whichever date would result in
the greater number of Registrable Securities (it being understood and agreed
that such number reflects the Company’s good faith estimate of the maximum
number of shares of Common Stock that it may issue upon conversion of the
Preferred Stock, as dividends on the Preferred Stock and upon exercise of the
Warrants).  Such registered shares of
Common Stock shall be allocated among the Holders pro rata based on the total
number of Registrable Securities issued or issuable as of each date that a
Registration Statement, as amended, relating to the resale of the Registrable
Securities is declared effective by the Commission.  Notwithstanding anything herein contained to the contrary, if the
actual number of shares of Common Stock issuable upon conversion of the
Preferred Stock and upon exercise of the Warrants exceeds 120% of the number of
shares of Common Stock issuable upon conversion of the Preferred Stock and upon
exercise of the Warrants based upon a computation as at the Closing Date or the
Filing Date, the term “Registrable Securities” shall be deemed to include such
additional shares of Common Stock.


 


“Registration
Statement” means the registration statements and any additional
registration statements contemplated by Section 2, including (in each case) the
Prospectus, amendments and supplements to such registration statement or
Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference in such registration statement.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such Rule.


 


“Rule 158”
means Rule 158 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such Rule.


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such Rule.


 


“Securities Act” means the Securities Act of 1933, as amended.


 


“Special
Counsel” means any special counsel to the Holders, for which the Holders
will be reimbursed by the Company pursuant to Section 4.


 


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2.             Shelf
Registration.


 


On or prior to
the Filing Date the Company shall prepare and file with the Commission a
“shelf” Registration Statement covering the resale of all Registrable
Securities for an offering to be made on a continuous basis pursuant to Rule
415.  The Registration Statement shall
be on Form S-3 (except if the Company is not then eligible to register for
resale the Registrable Securities on Form S-3, in which case such registration
shall be on another appropriate form in accordance herewith).  Except as set forth on Schedule II
hereto, the Company shall (i) not permit any securities other than the
Registrable Securities to be included in the Registration Statement and (ii)
use its commercially reasonable best efforts to cause the Registration
Statement to be declared effective under the Securities Act as promptly as
possible after the filing thereof, but in any event prior to the Effectiveness
Date, and to keep such Registration Statement continuously effective under the
Securities Act until such date as is the earlier of (x) the date when all
Registrable Securities covered by such Registration Statement have been sold or
(y) the date on which the Registrable Securities may be sold without any
restriction pursuant to Rule 144 as determined by the counsel to the Company
pursuant to a written opinion letter, addressed to the Company’s transfer agent
to such effect (the “Effectiveness Period”).  If at any time and for any reason, an additional Registration
Statement is required to be filed because at such time the actual number of
shares of Common Stock into which the Preferred Stock is convertible and the
Warrants are exercisable exceeds the number of shares of Registrable Securities
remaining under the Registration Statement, the Company shall have twenty (20)
Business Days to file such additional Registration Statement, and the Company
shall use its commercially reasonable best efforts to cause such additional
Registration Statement to be declared effective by the Commission as soon as
possible, but in no event later than sixty (60) days after filing.


 


3.             Registration
Procedures.


 


In connection with the Company’s registration obligations hereunder,
the Company shall:


 


(a)           Prepare
and file with the Commission, on or prior to the Filing Date, a Registration
Statement on Form S-3 (or if the Company is not then eligible to register for
resale the Registrable Securities on Form S-3 such registration shall be on
another appropriate form in accordance herewith) including the method or
methods of distribution thereof as specified by the Holders (except if
otherwise directed by the Holders) and in accordance with applicable law, and
cause the Registration Statement to become effective and remain effective as
provided herein; provided, however, that not less than three (3)
Business Days prior to the filing of the Registration Statement or any related
Prospectus or any amendment or supplement thereto, the Company shall (i)
furnish to the Holders and any Special Counsel, copies of all such documents
proposed to be filed, which documents will be subject to the review of such
Holders and such Special Counsel, and (ii) cause its officers and directors,
counsel and independent certified public accountants to respond to such
inquiries as shall be necessary, in the reasonable opinion of counsel to such
Holders, to conduct a reasonable review of such documents.  The Company shall not file the Registration
Statement or any such Prospectus or any amendments or supplements thereto to
which the Holders of a majority of the Registrable Securities or any Special
Counsel shall reasonably object in writing within three (3) Business Days of
their receipt thereof.


 


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(b)           (i) Prepare and file
with the Commission such amendments, including post-effective amendments, to
the Registration Statement as may be necessary to keep the Registration
Statement continuously effective as to the applicable Registrable Securities
for the Effectiveness Period and prepare and file with the Commission such
additional Registration Statements in order to register for resale under the
Securities Act all of the Registrable Securities; (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement,
and as so supplemented or amended to be filed pursuant to Rule 424 (or any
similar provisions then in force) promulgated under the Securities Act; (iii)
respond as promptly as possible, but in no event later than ten (10) business
days, to any comments received from the Commission with respect to the
Registration Statement or any amendment thereto and as promptly as possible
provide the Holders true and complete copies of all correspondence from and to
the Commission relating to the Registration Statement; and (iv) comply in all
material respects with the provisions of the Securities Act and the Exchange
Act with respect to the disposition of all Registrable Securities covered by
the Registration Statement during the applicable period in accordance with the
intended methods of disposition by the Holders thereof set forth in the
Registration Statement as so amended or in such Prospectus as so supplemented.


 


(c)           Notify the Holders of
Registrable Securities and any Special Counsel as promptly as possible (and, in
the case of (i)(A) below, not less than three (3) days prior to such filing)
and (if requested by any such Person) confirm such notice in writing no later
than two (2) Business Days following the day (i)(A) when a Prospectus or any
Prospectus supplement or post-effective amendment to the Registration Statement
is filed; (B) when the Commission notifies the Company whether there will be a
“review” of such Registration Statement and whenever the Commission comments in
writing on such Registration Statement and (C) with respect to the Registration
Statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the Commission or any other Federal or state
governmental authority for amendments or supplements to the Registration
Statement or Prospectus or for additional information; (iii) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement covering any or all of the Registrable Securities or the
initiation or threatening of any Proceedings for that purpose; (iv) of the
receipt by the Company of any notification with respect to the suspension of
the qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation of any Proceeding
for such purpose; and (v) of the occurrence of any event that makes any
statement made in the Registration Statement or Prospectus or any document
incorporated or deemed to be incorporated therein by reference untrue in any
material respect or that requires any revisions to the Registration Statement,
Prospectus or other documents so that, in the case of the Registration
Statement or the Prospectus, as the case may be, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.


 


(d)           Use
its commercially reasonable best efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of, as promptly as possible, (i) any order
suspending the effectiveness of the Registration Statement or (ii) any
suspension of the qualification (or exemption from qualification) of any of the
Registrable  Securities for sale in any jurisdiction.


 


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(e)           If requested by the
Holders of a majority in interest of the Registrable Securities, (i) promptly
incorporate in a Prospectus supplement or post-effective amendment to the
Registration Statement such information as the Company reasonably agrees should
be included therein and (ii) make all required filings of such Prospectus
supplement or such post-effective amendment as soon as practicable after the
Company has received notification of the matters to be incorporated in such
Prospectus supplement or post-effective amendment.


 


(f)            If requested by any
Holder, furnish to such Holder and any Special Counsel, without charge, at
least one conformed copy of each Registration Statement and each amendment
thereto, including financial statements and schedules, all documents
incorporated or deemed to be incorporated therein by reference, and all
exhibits to the extent requested by such Person (including those previously
furnished or incorporated by reference) promptly after the filing of such
documents with the Commission.


 


(g)           Promptly deliver to
each Holder and any Special Counsel, without charge, as many copies of the
Prospectus or Prospectuses (including each form of prospectus) and each
amendment or supplement thereto as such Persons may reasonably request; and
subject to the provisions of Section 3(m), the Company hereby consents to the
use of such Prospectus and each amendment or supplement thereto by each of the
selling Holders in connection with the offering and sale of the Registrable
Securities covered by such Prospectus and any amendment or supplement thereto.


 


(h)           Prior to any public
offering of Registrable Securities, use its commercially reasonable best
efforts to register or qualify or cooperate with the selling Holders and any
Special Counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any Holder requests in writing, to
keep each such registration or qualification (or exemption therefrom) effective
during the Effectiveness Period and to do any and all other acts or things
reasonably necessary or advisable to enable the disposition in such
jurisdictions of the Registrable Securities covered by a Registration
Statement; provided, however, that the Company shall not be
required to qualify generally to do business in any jurisdiction where it is
not then so qualified or to take any action that would subject it to general
service of process in any such jurisdiction where it is not then so subject or
subject the Company to any material tax in any such jurisdiction where it is
not then so subject.


 


(i)            Cooperate
with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold pursuant to a
Registration Statement, which certificates, to the extent permitted by the
Purchase Agreement and applicable federal and state securities laws, shall be
free of all restrictive legends, and to enable such Registrable Securities to
be in such denominations and registered in such names as any Holder may request
in connection with any sale of Registrable Securities.


 


(j)            Upon the occurrence of
any event contemplated by Section 3(c)(v), as promptly as possible, prepare a
supplement or amendment, including a post-effective amendment, to the
Registration Statement or a supplement to the related Prospectus or any


 


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document incorporated or deemed
to be incorporated therein by reference, and file any other required document
so that, as thereafter delivered, neither the Registration Statement nor such
Prospectus contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.


 


(k)           Use its commercially
reasonable best efforts to cause all Registrable Securities relating to such
Registration Statement to be listed on The Nasdaq National Market or any other
securities exchange, quotation system or market, if any, on which similar
securities issued by the Company are then listed as and when required pursuant
to the Purchase Agreement.


 


(l)            Comply in all material
respects with all applicable rules and regulations of the Commission and make
generally available to its security holders earning statements satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 not later than
45 days after the end of any 12-month period (or 90 days after the end of any
12-month period if such period is a fiscal year) commencing on the first day of
the first fiscal quarter of the Company after the effective date of the
Registration Statement, which statement shall conform to the requirements of
Rule 158.


 


(m)          Be permitted to require
each selling Holder to furnish to the Company information regarding such Holder
and the distribution of such Registrable Securities as is required by law to be
disclosed in the Registration Statement, Prospectus, or any amendment or
supplement thereto, and the Company may exclude from such registration the
Registrable Securities of any such Holder who unreasonably fails to furnish
such information within seven (7) business days after receiving such request.


 


Each Holder
covenants and agrees that (i) it will not sell any Registrable Securities under
the Registration Statement until it has received copies of the Prospectus as
then amended or supplemented as contemplated in Section 3(g) and notice from
the Company that such Registration Statement and any post-effective amendments
thereto have become effective as contemplated by Section 3(c) and (ii) it and its
officers, directors or Affiliates, if any, will comply with the prospectus
delivery requirements of the Securities Act as applicable to them in connection
with sales of Registrable Securities pursuant to the Registration Statement.


 


Each Holder
agrees by its acquisition of such Registrable Securities that, upon receipt of
a notice from the Company of the occurrence of any event of the kind described
in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or 3(n), such Holder will
forthwith discontinue disposition of such Registrable Securities under the
Registration Statement until such Holder’s receipt of the copies of the
supplemented Prospectus and/or amended Registration Statement contemplated by
Section 3(j), or until it is advised in writing (the “Advice”) by the
Company that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental filings that
are incorporated or deemed to be incorporated by reference in such Prospectus
or Registration Statement.


 


(n)           If (i) there is
material non-public information regarding the Company which the Company’s Board
of Directors (the “Board”) reasonably determines not to be in the


 


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Company’s best interest to
disclose and which the Company is not otherwise required to disclose, or (ii)
there is a significant business opportunity (including, but not limited to, the
acquisition or disposition of assets (other than in the ordinary course of
business) or any merger, consolidation, tender offer or other similar
transaction) available to the Company which the Board reasonably determines not
to be in the Company’s best interest to disclose, then the Company may postpone
or suspend filing or effectiveness of a registration statement for a period not
to exceed 20 consecutive days, provided that the Company may not postpone or
suspend its obligation under this Section 3(n) for more than 45 days in the
aggregate during any 12 month period; provided, however, that no
such postponement or suspension shall be permitted for consecutive 20 day
periods, arising out of the same set of facts, circumstances or transactions.


 


 


4.                     Registration
Expenses.


 


All fees and
expenses incident to the performance of or compliance with this Agreement by
the Company, except as and to the extent specified in Section 4, shall be borne
by the Company whether or not the Registration Statement is filed or becomes
effective and whether or not any Registrable Securities are sold pursuant to
the Registration Statement.  The fees
and expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses (A) with respect to filings required to be made
with The Nasdaq National Market and each other securities exchange or market on
which Registrable Securities are required hereunder to be listed, (B) with
respect to filings required to be made with the National Association of
Securities Dealers, Inc. and the NASD Regulation, Inc. and (C) in compliance
with state securities or Blue Sky laws (including, without limitation,
reasonable fees and disbursements of counsel for the Holders in connection with
Blue Sky qualifications of the Registrable Securities and determination of the
eligibility of the Registrable Securities for investment under the laws of such
jurisdictions as the Holders of a majority of Registrable Securities may
designate)), (ii) printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities and of printing prospectuses
if the printing of prospectuses is requested by the holders of a majority of
the Registrable Securities included in the Registration Statement), (iii)
messenger, telephone and delivery expenses, (iv) reasonable fees and
disbursements of counsel for the Company and Special Counsel for the Holders,
in the case of the Special Counsel, to a maximum amount of $5,000, (v)
Securities Act liability insurance, if the Company so desires such insurance,
and (vi) fees and expenses of all other Persons retained by the Company in
connection with the consummation of the transactions contemplated by this
Agreement, including, without limitation, the Company’s independent public
accountants (including the expenses of any comfort letters or costs associated
with the delivery by independent public accountants of a comfort letter or
comfort letters).  In addition, the
Company shall be responsible for all of its internal expenses incurred in
connection with the consummation of the transactions contemplated by this
Agreement (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit, the fees and expenses incurred in connection with the listing
of the Registrable Securities on any securities exchange as required hereunder.


 


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5.                     Indemnification.


 


(a)           Indemnification by
the Company.  The Company shall,
notwithstanding any termination of this Agreement, indemnify and hold harmless
each Holder, the officers, directors, agents, brokers (including brokers who
offer and sell Registrable Securities as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment
advisors and employees of each of them, each Person who controls any such
Holder (within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act) and the officers, directors, agents and employees of each
such controlling Person, to the fullest extent permitted by applicable law,
from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, costs of preparation and attorneys’ fees) and
expenses (collectively, “Losses”), as incurred, arising out of or based
upon any untrue or alleged untrue statement of a material fact contained in the
Registration Statement, any Prospectus or any form of prospectus or in any
amendment or supplement thereto or in any preliminary prospectus, or arising
out of or based upon any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein (in
the case of any Prospectus or form of prospectus or supplement thereto), in the
light of the circumstances under which they were made, not misleading, except
to the extent, but only to the extent, that such untrue statements or omissions
arise out of or are based upon information regarding the Holders or such other
Indemnified Party furnished in writing to the Company by a Holder expressly for
use therein, which information was reasonably relied on by the Company for use
therein or to the extent that such information relates to a Holder or such
Holder’s proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by a Holder expressly for use in the
Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto.  The
Company shall notify the Holders promptly of the institution, threat or
assertion of any Proceeding of which the Company is aware in connection with
the transactions contemplated by this Agreement.


 


(b)           Indemnification by
Holders.  Each Holder shall,
severally and not jointly, indemnify and hold harmless the Company, the
directors, officers, agents and employees, each Person who controls the Company
(within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act), and the directors, officers, agents or employees of such
controlling Persons, to the fullest extent permitted by applicable law, from
and against all Losses, as incurred, arising out of or based upon any untrue or
alleged untrue statement of a material fact contained in the Registration
Statement, any Prospectus, or any form of prospectus, or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or based
upon any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein (in the case of any
Prospectus or form of prospectus or supplement thereto), in the light of the
circumstances under which they were made, not misleading, to the extent, but
only to the extent, that such untrue statement or omission is contained in any
information so furnished in writing by such Holder or other Indemnified Party
to the Company expressly for use therein and that such information was
reasonably relied upon by the Company for use therein, or to the extent that
such information relates to such Holder or such Holder’s proposed method of
distribution of Registrable Securities and was reviewed and expressly approved
in writing by such Holder expressly for use in the Registration Statement, such
Prospectus or such form of Prospectus or any amendment or supplement thereto.


 


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Notwithstanding anything to the
contrary contained herein, the Holders shall be liable under this Section 5(b)
for only that amount as does not exceed the net proceeds to such Holder as a
result of the sale of Registrable Securities pursuant to such Registration
Statement.


 


(c)           Conduct of
Indemnification Proceedings.  If any
Proceeding shall be brought or asserted against any Person entitled to
indemnity hereunder (an “Indemnified Party”), such Indemnified Party
promptly shall notify the Person from whom indemnity is sought (the “Indemnifying
Party) in writing, and the Indemnifying Party shall be entitled to assume
the defense thereof, including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of all fees and expenses
incurred in connection with defense thereof; provided, that the failure of any
Indemnified Party to give such notice shall not relieve the Indemnifying Party
of its obligations or liabilities pursuant to this Agreement, except (and only)
to the extent that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal or further review)
that such failure shall have proximately and materially adversely prejudiced
the Indemnifying Party.


 


An Indemnified Party shall have the right to employ separate counsel in
any such Proceeding and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Party or
Parties unless: (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses; or (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party, and such parties shall have
been advised by counsel that a conflict of interest is likely to exist if the
same counsel were to represent such Indemnified Party and the Indemnifying
Party (in which case, if such Indemnified Party notifies the Indemnifying Party
in writing that it elects to employ separate counsel at the expense of the
Indemnifying Party, the Indemnifying Party shall not have the right to assume
the defense thereof and such counsel shall be at the expense of the
Indemnifying Party).  The Indemnifying
Party shall not be liable for any settlement of any such Proceeding effected
without its written consent, which consent shall not be unreasonably withheld
or delayed.  No Indemnifying Party
shall, without the prior written consent of the Indemnified Party, effect any settlement
of any pending or threatened Proceeding in respect of which any Indemnified
Party is a party and indemnity has been sought hereunder, unless such
settlement includes an unconditional release of such Indemnified Party from all
liability on claims that are the subject matter of such Proceeding.


 


All fees and
expenses of the Indemnified Party (including reasonable fees and expenses to
the extent incurred in connection with investigating or preparing to defend
such Proceeding in a manner not inconsistent with this Section) shall be paid
to the Indemnified Party, as incurred, within ten (10) Business Days of written
notice thereof to the Indemnifying Party (regardless of whether it is
ultimately determined that an Indemnified Party is not entitled to indemnification
hereunder;provided, that the Indemnified Party shall reimburse all such fees
and expenses to the extent it is finally judicially determined that such
Indemnified Party is not entitled to indemnification hereunder).


 


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(d)           Contribution.  If indemnification under Section 5(a) or
5(b) is due but unavailable to an Indemnified Party because of a failure or
refusal of a governmental authority to enforce such indemnification in
accordance with its terms (by reason of public policy or otherwise), then each
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. 
The relative fault of such Indemnifying Party and Indemnified Party
shall be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact
or omission or alleged omission of a material fact, has been taken or made by,
or relates to information supplied by, such Indemnifying, Party or Indemnified
Party, and the  parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such action, statement or omission.  The amount paid or payable by a party as a
result of any Losses shall be deemed to include, subject to the limitations set
forth in Section 5(c), any reasonable attorneys’ or other reasonable fees or
expenses incurred by such party in connection with any Proceeding to the extent
such party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms.


 


The parties
hereto agree that it would not be just and equitable if contribution pursuant
to this Section 5(d) were determined by pro rata allocation or by any other
method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding paragraph.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.


 


The indemnity
and contribution agreements contained in this Section are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties
pursuant to the law.


 


6.             Rule
144.


 


As long as any
Holder owns Shares, Conversion Shares, Warrants or Warrant Shares, the Company
covenants to timely file (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the
Company after the date hereof pursuant to Section 13(a) or 15(d) of the
Exchange Act.  As long as any Holder
owns Shares, Conversion Shares, Warrants or Warrant Shares, if the Company is
not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange
Act, it will prepare and furnish to the Holders and make publicly available in
accordance with Rule 144(c) promulgated under the Securities Act annual and
quarterly financial statements, together with a discussion and analysis of such
financial statements in form and substance substantially similar to those that
would otherwise be required to be included in reports required by Section 13(a)
or 15(d) of the Exchange Act, as well as any other information required
thereby, in the time period that such filings would have been required to have
been made under the Exchange Act.  The
Company further covenants that it will take such further action as any Holder
may reasonably request, all to the extent required from


 


11

















 


time to time to enable such
Person to sell Conversion Shares and Warrant Shares without registration under
the Securities Act within the limitation of the exemptions provided by Rule 144
promulgated under the Securities Act, including providing any legal opinions
relating to such sale pursuant to Rule 144. 
Upon the request of any Holder, the Company shall deliver to such Holder
a written certification of a duly authorized officer as to whether it has
complied with such requirements.


 


7.             Miscellaneous.


 


(a)           Remedies.  In the event of a breach by the Company or
by a Holder, of any of their obligations under this Agreement, such Holder or
the Company, as the case may be, in addition to being entitled to exercise all
rights granted by law and under this Agreement, including recovery of damages,
will be entitled to specific performance of its rights under this  Agreement.  The Company and each Holder agree that
monetary damages would not provide  adequate compensation for any losses
incurred by reason of a breach by it of any of the provisions of this Agreement
and hereby further agrees that, in the event of any action for specific
performance in respect of such breach, it shall waive the defense that a remedy
at law would be adequate.


 


(b)           No Inconsistent
Agreements.  Neither the Company nor
any of its subsidiaries has, as of the date hereof entered into and currently in
effect, nor shall the Company or any of its subsidiaries, on or after the date
of this Agreement, enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof.  Except as disclosed in Schedule 2.1(c) of the Purchase
Agreement, neither the Company nor any of its subsidiaries has previously
entered into any agreement currently in effect granting any registration rights
with respect to any of its securities to any Person.  Without limiting the generality of the foregoing, without the
written consent of the Holders of a majority of the then outstanding
Registrable Securities, the Company shall not grant to any Person the right to
request the Company to register any securities of the Company under the
Securities Act unless the rights so granted are subject in all respects to the
prior rights in full of the Holders set forth herein, and are not otherwise in
conflict with the provisions of this Agreement.


 


(c)           No Piggyback on
Registrations.  Except as set forth
on Schedule II hereto, neither the Company nor any of its security
holders (other than the Holders in such capacity pursuant hereto or as
disclosed in Schedule 2.1(c) of the Purchase Agreement) may include
securities of the Company in the Registration Statement, and the Company shall
not after the date hereof enter into any agreement providing such right to any
of its securityholders, unless the right so granted is subject in all respects
to the prior rights in full of the Holders set forth herein, and is not
otherwise in conflict with the provisions of this Agreement.


 


(d)           Piggy-Back
Registrations.  If at any time when
there is not an effective Registration Statement covering (i) Conversion Shares
or (ii) Warrant Shares, the Company shall determine to prepare and file with
the Commission a registration statement relating to an offering for its own
account or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or


 


12

















 


their then equivalents relating
to equity securities to be issued solely in connection with any acquisition of
any entity or business or equity securities issuable in connection with stock
option or other employee benefit plans, or as set forth on Schedule 7(d), the
Company shall send to each holder of Registrable Securities written notice of
such determination and, if within thirty (30) days after receipt of such
notice, or within such shorter period of time as may be specified by the
Company in such written notice as may be necessary for the Company to comply
with its obligations with respect to the timing of the filing of such
registration statement, any such holder shall so request in writing, (which
request shall specify the Registrable Securities intended to be disposed of by
the Purchasers), the Company will use its commercially reasonable efforts to
cause the registration under the Securities Act of all Registrable Securities
which the Company has been so requested to register by the holder, to the
extent requisite to permit the disposition of the Registrable Securities so to
be registered, provided that if at any time after giving written notice of its
intention to register any securities and prior to the effective date of the
registration statement filed in connection with such registration, the Company
shall determine for any reason not to register or to delay registration of such
securities, the Company may, at its election, give written notice of such
determination to such holder and, thereupon, (i) in the case of a determination
not to register, shall be relieved of its obligation to register any
Registrable Securities in connection with such registration (but not from its
obligation to pay expenses in accordance with Section 4 hereof), and (ii) in
the case of a determination to delay registering, shall be permitted to delay
registering any Registrable Securities being registered pursuant to this
Section 7(d) for the same period as the delay in registering such other
securities. The Company shall use its commercially reasonable efforts to
include in such registration statement all or any part of such Registrable Securities
such holder requests to be registered; provided, however, that
the Company shall not be required to register any Registrable Securities
pursuant to this Section 7(d) that are eligible for sale pursuant to Rule
144(k) of the Securities Act.  In the
case of an underwritten public offering, if the managing underwriter(s) or
underwriter(s) should reasonably object to the inclusion of the Registrable
Securities in such registration statement, then if the Company after
consultation with the managing underwriter should reasonably determine that the
inclusion of such Registrable Securities would materially adversely affect the
offering contemplated in such registration statement, and based on such
determination recommends inclusion in such registration statement of fewer or
none of the Registrable Securities of the Holders, then (x) the number of
Registrable Securities of the Holders included in such registration statement
shall be reduced pro-rata among such Holders  (based upon the number of
Registrable Securities requested to be included in the registration), if the
Company after consultation with the underwriter(s) recommends the inclusion of
fewer Registrable Securities, or (y) none of the Registrable Securities of the
Holders shall be included in such registration statement, if the Company after
consultation with the underwriter(s) recommends the inclusion of none of such
Registrable Securities; provided, however, that if Securities are
being offered for the account of other persons or entities as well as the
Company, such reduction shall not represent a greater fraction of the number of
Registrable securities intended to be offered by the Holders than the fraction
of similar reductions imposed on such other persons or entities (other than the
Company).


 


(e)           Failure to File
Registration Statement and Other Events. 
The Company and the Purchasers agree that the Holders will suffer
damages if the Registration Statement is not filed on or prior to the Filing
Date and not declared effective by the Commission on or prior to


 


13

















 


the Effectiveness Date and
maintained in the manner contemplated herein during the Effectiveness
Time.  The Company and the Holders
further agree that it would not be feasible to ascertain the extent of such
damages with precision.  Accordingly,
if, except as set forth in Section 3(n), (A) the Registration Statement is not
filed on or prior to the Filing Date or is filed on or prior to the Filing Date
and is subsequently withdrawn by the Company, or (B) the Registration Statement
is not declared effective by the Commission on or prior to the 120th
day after the Closing Date (or in the event an additional Registration
Statement is filed because the actual number of shares of Common Stock into which
the Preferred Stock is convertible and the Warrants are exercisable exceeds the
number of shares of Common Stock initially registered is not filed and declared
effective with the time periods set forth in Section 2), or (C) the Company
fails to file with the Commission a request for acceleration in accordance with
Rule 461 promulgated under the Securities Act within five (5) Business Days of
the date that the Company is notified (orally or in writing, whichever is
earlier) by the Commission that a Registration Statement will not be
“reviewed,” or is not subject to further review, or (D) the Registration
Statement is filed with and declared effective by the Commission but thereafter
ceases to be effective as to all Registrable Securities at any time prior to
the expiration of the Effectiveness Period, without being succeeded immediately
by a subsequent Registration Statement filed with and declared effective by the
Commission in accordance with and within the time periods specified in Section
2 hereof or (E) the Company has breached Section 3(n), or (F) trading in the
Common Stock shall be suspended or if the Common Stock is delisted from The
Nasdaq National Market for any reason for more than three Business Days in the
aggregate without subsequent listing on another securities exchange, quotation
system or market (any such failure or breach being referred to as an “Event,”
and for purposes of clauses (A) and (B) the date on which such Event occurs, or
for purposes of clause (C) the date on which such five Business Day period is
exceeded, or for purposes of clause (D) after more than fifteen Business Days,
or for purposes of clause (F) the date on which such three Business Day period
is exceeded, being referred to as “Event Date”), the Company shall pay
an amount as liquidated damages to each Holder equal to 3% for the first
calendar month or portion thereof and 1.5% per calendar month thereafter or
portion thereof of the Holder’s initial investment in the Preferred Stock from
the Event Date, less any amount of Preferred Stock that has been converted or
redeemed by such Holder (provided that, with respect to the Event described in
clause (B), the “first calendar month” shall be deemed to commence on the 30th
day prior to the Event Date), until the applicable Event is cured; provided,
that, liquidated damages for the first calendar month upon the
occurrence of an Event shall be payable in cash only, and for each calendar
month thereafter shall be payable at the Company’s option in cash or shares of
Common Stock.  Notwithstanding anything
to the contrary in this paragraph (e), if (I) any of the Events described in
clauses (A), (B) or (C) shall have occurred, (II) on or prior to the applicable
Event Date, the Company shall have exercised its rights under Section 3(n)
hereof and (III) the postponement or suspension permitted pursuant to such
Section 3(n) shall remain effective as of such applicable Event Date, then the
applicable Event Date shall be deemed instead to occur on the second Business
Day following the termination of such postponement or suspension.  If the Company elects to pay in shares of
Common Stock, the number of such shares of Common Stock to be issued to the
Holders pursuant to this paragraph (e) shall be based on the liquidated damage
amount divided by the average of the closing bid and ask price of the Common
Stock for the five trading days prior to such Event Date and shall be issuable
promptly upon receipt by the Company of a written demand from a Holder made on
or after the Event Date.


 


14

















 


(f)            Amendments and
Waivers.  The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the same shall be in writing and
signed by the Company and each of the Holders. 
Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders and that does not directly or indirectly affect the rights of
other Holders may be given by Holders of at least a majority of the Registrable
Securities to which such waiver or consent relates; provided, however,
that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the immediately
preceding sentence.


 


(g)           Notices.  Any and all notices or other communications
or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earlier of (i) the date
of transmission, if such notice or communication is delivered via facsimile at
the facsimile telephone number specified for notice prior to 5:00 p.m., New
York City time, on a Business Day, (ii) the Business Day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified for notice later than 5:00 p.m., New York
City time, on any date and earlier than 11:59 p.m., New York City time, on such
date, (iii) the Business Day following the date of mailing, if sent by
overnight delivery by nationally recognized overnight courier service or (iv)
actual receipt by the party to whom such notice is required to be given.  The addresses for such communications shall
be with respect to each Holder at its address set forth under its name on Schedule
1 attached hereto, or with respect to the Company, addressed to:


 


SatCon
Technology Corporation

161 First Street

Cambridge, MA 02142

Attention: David B. Eisenhaure

Tel. No.: (617) 661-0540

Fax No.: (617) 349-0898


 


or to such other address or
addresses or facsimile number or numbers as any such party may most recently
have designated in writing to the other parties hereto by such notice.  Copies of notices to the Company shall be
sent to Greenberg Traurig LLP, One International Place, Boston, MA 02110,
Attention: Jonathan Bell, Esq., Tel. No.: (617) 310-6038, Fax No.: (617) 279-8438.


 


(h)           Successors and
Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties and their successors and
permitted assigns and shall inure to the benefit of each Holder and its
successors and assigns.  The Company may
not assign this Agreement or any of its rights or obligations hereunder without
the prior written consent of each Holder. 
Each Purchaser may assign its rights hereunder in the manner and to the
Persons as permitted under the Purchase Agreement.


 


(i)            Assignment of
Registration Rights.  The rights of
each Holder hereunder, including the right to have the Company register for
resale Registrable Securities in accordance


 


15

















 


with the terms of this
Agreement, shall be automatically assignable by each Holder to any Affiliate of
such Holder or any other Holder  or Affiliate of any other  Holder
of all or a portion  of the Preferred Stock or the Registrable
Securities if: (i) the Holder agrees in writing with the transferee or assignee
to assign such rights, and a copy of such agreement is furnished to the Company
within a reasonable time after such assignment, (ii) the Company is, within a
reasonable time after such transfer or assignment, furnished with written
notice of (a) the name and address of such transferee or assignee, and (b) the
securities with respect to which such registration rights are being transferred
or assigned, (iii) following such transfer or assignment the further
disposition of such securities by the transferee or assignees is restricted under
the Securities Act and applicable state securities laws, (iv) at or before the
time the Company receives the written notice contemplated by clause (ii) of
this Section, the transferee or assignee agrees in writing with the Company to
be bound by all of the provisions of this Agreement, (v) such transfer shall
have been made in accordance with the applicable requirements of the Purchase
Agreement, and (vi) at least 100,000 shares of Registrable Securities
(appropriately adjusted for any stock dividend, split or combination of the
Common Stock) are being transferred to such transferee or assignee in
connection with such assignment of rights. 
In addition, each Holder shall have the right to assign its rights
hereunder to any other Person with the prior written consent of the Company,
which consent shall not be unreasonably withheld.  The rights to assignment shall apply to the Holders (and to
subsequent) successors and assigns.


 


(j)            Counterparts.  This Agreement 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
Agreement.  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.


 


(k)           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to principles of conflicts of law thereof. 
Each of the Company and the Holders (i) hereby irrevocably submits to
the exclusive jurisdiction of the United States District Court sitting in the
Southern District of New York and the courts of the State of New York located
in New York county for the purposes of any suit, action or proceeding arising
out of or relating to this Agreement or any of the other Transaction Documents
or the transactions contemplated hereby or thereby and (ii) hereby waives, and
agrees not to assert in any such suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of such court, that the suit,
action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper. 
Each of the Company and the Holders consents to process being served in
any such suit, action or proceeding by mailing a copy thereof 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 in this Section 7(k)
shall affect or limit any right to serve process in any other manner permitted by
law.


 


(l)            Cumulative Remedies.  The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.


 


16

















 


(m)          Severability. If
any term, provision, covenant or restriction of this Agreement is held to be
invalid, illegal, void or unenforceable in any respect, 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 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.


 


(n)           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.


 


(o)           Shares Held by the
Company and its Affiliates. Whenever the consent or approval of Holders of
a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its Affiliates (other than any
Holder or transferees or successors or assigns thereof if such Holder is deemed
to be an Affiliate solely by reason of its holdings of such Registrable
Securities) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.


 


(p)           Independent Nature
of Purchasers.  The Company
acknowledges that the obligations of each Purchaser under the Transaction
Documents are several and not joint with the obligations of any other
Purchaser, and no Purchaser shall be responsible in any way for the performance
of the obligations of any other Purchaser under the Transaction Documents.  The decision of each Purchaser to purchase
securities pursuant to the Purchase Agreement has been made by such Purchaser
independently of any other purchase and independently of any information,
materials, statements or opinions as to the business, affairs, operations,
assets, properties, liabilities, results of operations, condition (financial or
otherwise) or prospects of the Company or of its subsidiaries which may have
made or given by any other Purchaser or by any agent or employee of any other
Purchaser, and no Purchaser or any of its agents or employees shall have any
liability to any Purchaser (or any other person) relating to or arising from
any such information, materials, statements or opinions.  The Company further acknowledges that
nothing contained herein, or in any Transaction Document, and no action taken
by any Purchaser pursuant hereto or thereto, including any renegotiation,
amendment, early conversion, exercise, termination or other modification of the
Transaction Documents or the transactions related thereto, shall be deemed to
constitute the Purchasers as a partnership, an association, a joint venture or
any other kind of entity, or create a presumption that the Purchasers are in
any way acting in concert or as a “group” for purposes of Section 13(d) of the
Exchange Act with respect to such obligations or the transactions contemplated
by the Transaction Documents.  Each
Purchaser shall be entitled to independently protect and enforce its rights,
including without limitation, the rights arising out of this Agreement or out
of the other Transaction Documents, and it shall not be necessary for any other
Purchaser to be joined as an additional party in any proceeding for such
purpose.  For reasons of administrative
convenience only, at the request of the Company, Purchasers and their
respective counsel have chosen to communicate with the Company through Jenkens
& Gilchrist Parker Chapin LLP, counsel for one of the Purchasers.  Such counsel does not represent any other
Purchaser and each Purchaser has retained its own


 


17

















 


legal counsel in connection
with the negotiation and review of the Transaction Documents.  The Company has elected to provide all
Purchasers with the same terms and Transaction Documents for the convenience of
the Company and not because it was required or requested by the Purchasers.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


18

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  Loew

  	
   

  
	
   

  	
   

  	
  Name:
  Michael Loew

  
	
   

  	
   

  	
  Title:

  
						



 


19

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert
  A. Melnick

  	
   

  
	
   

  	
   

  	
  Name: Robert
  A. Melnick

  
	
   

  	
   

  	
  Title:

  
						



 


20

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  Jason and
  Cass Adelman JTWROS

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Jason Adelman

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


21

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  Robert J.
  Neborsky, MD Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Robert J. Neborsky

  	
   

  
	
   

  	
   

  	
  Name:  Robert J. Neborsky

  
	
   

  	
   

  	
  Title:

  
						



 


22

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  OTAPE LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  [Illegible]

  	
   

  
	
   

  	
   

  	
  Name:  [Illegible]

  
	
   

  	
   

  	
  Title:  CFO

  
						



 


23

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  Crestview
  Capital Fund II, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Richard Levy

  	
   

  
	
   

  	
   

  	
  Name:  Richard Levy

  
	
   

  	
   

  	
  Title:  

  
						



 


24

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  Stonestreet
  Limited Partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  M. Finkelstein

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:   President

  
						



 


25

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  RHP Master
  Fund, Ltd.

  
	
   

  	
  By:  Rock Hill Investment Management, L.P.

  
	
   

  	
  By:  RHP General Partner LLC

  
	
   

  	
  By:

  	
   /s/
  Keith Marlowe

  	
   

  
	
   

  	
   

  	
  Name:  Keith Marlowe

  
	
   

  	
   

  	
  Title:   Director

  
						



 


26

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  SDS Merchant
  Fund, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Scott E. Derby

  	
   

  
	
   

  	
   

  	
  Name:  Scott E. Derby

  
	
   

  	
   

  	
  Title:  General Counsel

  
						



 


27

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  Alpha
  Capital AG

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ K.
  Ackerman

  	
   

  
	
   

  	
   

  	
  Name:  Konrad Ackerman

  
	
   

  	
   

  	
  Title:   Director

  
						



 


28

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  Ellis
  Enterprises, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  John D. Cabot

  	
   

  
	
   

  	
   

  	
  Name:  John D. Cabot

  
	
   

  	
   

  	
  Title:   Officer

  
						



 


29

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  Baystar
  Capital II, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Steve Derby

  	
   

  
	
   

  	
   

  	
  Name:  Steve Derby

  
	
   

  	
   

  	
  Title:   Managing Member

  
						



 


30

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  Vertical
  Ventures LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua Silverman

  	
   

  
	
   

  	
   

  	
  Name:  Joshua
  Silverman

  
	
   

  	
   

  	
  Title:   Partner

  
							



 


31

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  Crescent
  International Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Maxi Brezzi

  	
   

  
	
   

  	
   

  	
  Name:  Maxi Brezzi

  
	
   

  	
   

  	
  Title:   Authorized Signatory

  
						



 


32

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  Gamma
  Opportunity Capital Partners, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Christopher Rossman

  	
   

  
	
   

  	
   

  	
  Name:  Christopher Rossman

  
	
   

  	
   

  	
  Title:   Managing Director

  
						



 


33

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Michael S. Liss

  	
   

  
	
   

  	
   

  	
  Name:  Michael S. Liss

  
	
   

  	
   

  	
  Title:   

  
						



 


34

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  Platinum
  Partners Value Arbitrage Fund, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Mark Nordlicht

  	
   

  
	
   

  	
   

  	
  Name:  Mark Nordlicht

  
	
   

  	
   

  	
  Title:   GP

  
						



 


35

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  North Sound
  Legacy Fund LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Thomas McAuley

  	
   

  
	
   

  	
   

  	
  Name:  Thomas McAuley

  
	
   

  	
   

  	
  Title:   Chief Investment Officer

  
						



 


36

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  North Sound
  Legacy International Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Thomas McAuley

  	
   

  
	
   

  	
   

  	
  Name:  Thomas McAuley

  
	
   

  	
   

  	
  Title:   Chief Investment Officer

  
						



 


37

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  North Sound
  Legacy Institutional Fund LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Thomas McAuley

  	
   

  
	
   

  	
   

  	
  Name:  Thomas McAuley

  
	
   

  	
   

  	
  Title:   Chief Investment Officer

  
						



 


38

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  Bristol
  Investment Fund Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Paul Kessler

  	
   

  
	
   

  	
   

  	
  Name:  Paul Kessler

  
	
   

  	
   

  	
  Title:   Director

  
						



 


39

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  Mark
  Capital, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Evan Levine

  	
   

  
	
   

  	
   

  	
  Name:  Evan Levine

  
	
   

  	
   

  	
  Title:   Managing Member

  
						



 


40

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  Portside
  Growth and Opportunity Fund

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  [Illegible]

  	
   

  
	
   

  	
   

  	
  Name:  [Illegible]

  
	
   

  	
   

  	
  Title:   [Illegible]

  
						



 


41

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
  Barucha LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ezra Birnbaum

  	
   

  
	
   

  	
   

  	
  Name:  Ezra Birnbaum

  
	
   

  	
   

  	
  Title:   [Illegible]

  
						



 


42

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized officer as of the date first
indicated above.


 


	
   

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ralph M. Norwood

  	
   

  
	
   

  	
   

  	
  Name:  Ralph M. Norwood

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Andrew Muir

  	
   

  
	
   

  	
   

  	
  Name:  Andrew Muir

  
	
   

  	
   

  	
  Title:   

  
						



 


43

















 


Schedule I


Purchasers


 


Michael Loew


507 E. 80th St., Apt.
4F


New York, NY 10021


Fax No.: (212) 585-1154


 


Robert A. Melnick


1074 Bonnie Brae Blvd.


Denver, CO 80209


Fax No.: N/A


 


Jason and Cass Adelman JTWROS


900 Park Avenue, #25A


New York, NY 10021


Fax No. : (212) 980-9466


 


Robert J. Neborsky, MD Inc.


317 14th St.


Del mar, CA 92014


Attention: Robert J. Neborsky


Fax No.: (858) 481-0490


 


OTAPE LLC


One Manhattanville Rd.


Purchase, N.Y. 10527


Attention: Paul Masters


Fax No.: (914) 694-6335


 


Crestview Capital Fund II, LP


95 Revere Dr., Suite F


Northbrook, IL 60062


Attention: Richard Levy


Fax No.: (847) 559-5807


 


Stonestreet Limited Partnership


c/o Canaccord Capital


320 Bay Street, Suite 1300


Toronto, ON M5H 4A6


Attention:  Tricia Webb


Fax No.: (416) 956-8989


 


RHP Master Fund, Ltd.


c/o Rock Hill Investment


Management, L.P.


Three Bala Plaza-East, Suite
585


Cynwyd, PA 19004


Attention: Legal Dept. / Keith
Marlowe


Fax No.: (610) 949-9600


 


44

















 


SDS Merchant Fund, L.P.


c/o SDS Capital Partners, LLC


53 Forest Avenue, Second Floor


Old Greenwich, CT 06870


Attention: Steve Derby


Fax No.: (203) 967-5851


 


Alpha Capital AG


c/o L.H. Financial


160 Central Park South, Suite
2701


New York, NY 10019


Attention: Ari Kluger


Fax No.: (212) 586-8244


 


Ellis Enterprises Inc.


212 Juniper Circle North


Lawrence, NY 11559


Attention: Matt Drillman


Fax No.: (212) 750-2088


 


Baystar Capital II, LP


53 Forest Avenue, Second Floor


Old Greenwich, CT 06870


Attention: Steve Derby


Fax No.: (203) 967-5851


 


Vertical Ventures LLC


641 Lexington Avenue


New York, NY 10022


Attention: Josh Silverman


Fax No.: (212) 207-3452


 


Crescent International Ltd.


La Tour Cointrin, 84


av. Louis-Casal, PO


Box 161, CH-1216


Cointrin, Switzerland


Attention: Maxi Brezzi


Fax No.: 011 41 22 929 53 64


 


Gamma Opportunity Capital
Partners


LP, c/o L.H. Financial


160 Central Park South, Suite
2701


New York, NY 10019


Attention: Ari Kluger


Fax No.: (212) 586-8244


 


45

















 


Michael Liss


3 Obry Drive


Scarsdale, NY 10583


Fax No.: (212) 405-8920


 


Platinum Partners Value
Arbitrage


Fund, LP


152 West 57th
Street, 54th Floor


New York, NY 10019


Attention: Frank Georgio


Fax No.: (212) 581-0002


 


North Sound Legacy Fund LLC


c/o North Sound Capital LLC


53 Forest Avenue, Suite 202


Old Greenwich, CT 06870


Attention: Andrew Wilder


Fax No.: (203) 967-5851


 


North Sound Legacy
International Ltd.


c/o North Sound Capital LLC


53 Forest Avenue, Suite 202


Old Greenwich, CT 06870


Attention: Andrew Wilder


Fax No.: (203) 967-5851


 


North Sound Legacy
Institutional


Fund LLC


c/o North Sound Capital LLC


53 Forest Avenue, Suite 202


Old Greenwich, CT 06870


Attention: Andrew Wilder


Fax No.: (203) 967-5851


 


Bristol Investment Fund Ltd.


Caledonian House


Jennett Street


George Town


Grand Caymen, Cayman Islands


Attention: Amy Wang


Fax No.: (323) 468–8307


 


Mark Capital, LLC


300 Felton Drive


Menlo Park, CA 94025


Attention: Evan Levine


Fax No.:  N/A


 


46

















 


Portside Growth and Opportunity
Fund


666 Third Avenue, 26th
Floor


New York, NY 10017


Attention: Roger Anscher


Fax No.: (212) 845-7995


 


Barucha LLC


Rosalind Place


Lawrence, NY 11559


Attention: Ezra Birnbaum


Fax No.: (718) 853-7472


 


Andrew Redvers Muir


481 Jerusalem Road


Cohasset, MA 02025


Fax No.: (781) 383-2110


 


47

















 


Schedule II


Securities Allowed to be Included in the Registration Statement


 


 


1.             Shares of Common Stock underlying the
warrants to be issued to Burnham Hill Partners (or its designee), as placement
agent for the Company in connection with the sale of the Preferred Stock and
Warrants.


 


2.             Shares of Common Stock underlying the
convertible promissory note and warrants held     by an affiliate of MRT, L.P.


 


3.             An aggregate of 407,714 shares of Common
Stock underlying warrants issued to Silicon Valley Bank now held by Silicon
Valley Bancshares.


 


4.             An aggregate of 250,000 shares of Common
Stock underlying a warrant issued to Fuel Cell Energy, Inc.


 


5.             An aggregate of 90,000 shares of Common
Stock owned by Aurelius Consulting Group, Inc.


 


48