Exhibit 10.1


 


First
Amendment to


Registration
Rights Agreement


 


                                This
First Amendment to Registration Rights Agreement (this “Amendment”)
is made this 24th day of January, 2008, by and among SatCon Technology
Corporation, a Delaware corporation (the “Company”), and
RockPort Capital Partners II, L.P. and NGP Energy Technology Partners, L.P.
(collectively, the “Investors”).


 


                                WHEREAS, the Company and the Investors are parties to that
certain Registration Rights Agreement, dated as of November 8, 2007 (the “Agreement”).  Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings ascribed to such
terms in the Agreement;


 


                                WHEREAS, pursuant to Section 8.6 of the Agreement, the
Agreement may be amended by the Company and the Designated Holders holding at
least 66.7% of the then-outstanding Registrable Securities;


 


                                WHEREAS, the Investors represent Designated Holders holding
100% of the currently outstanding Registrable Securities; and


 


                                WHEREAS, the parties hereto desire to enter into this
Amendment to amend the Agreement to extend the period during which the Company
must file the Shelf Registration Statement.


 


                                NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties agree as follows:


 


                                1.             The first sentence of Section 3.1
of the Agreement is hereby deleted in its entirety and the following is hereby
inserted in its place:


 


                                “To
the greatest extent legally permissible, not later than the earlier to occur of
(i) five(5) Business Days after the Company files its Annual Report
on Form 10-K for the year ended December 31, 2007 or (ii) April 7,
2008 (such earlier date, the “Required Filing Date”),
the Company shall file with the SEC a shelf registration statement pursuant to Rule 415
of the Securities Act (the “Shelf Registration
Statement”) on Form S-3 (or any successor form thereto), or if Form S-3
may not be used by the Company, on Form S-1 or SB-2 (or any successor
forms thereto), as selected by the Company, with respect to the resale, from
time to time, covering all of the Registrable Securities held by the Designated
Holders.”


 


                                2.             Section 3.2(a) of the
Agreement is hereby deleted in its entirety and the following is hereby
inserted in its place:


 


 


 

















 


                                “(a)         The Company shall use its reasonable
best efforts to cause the Shelf Registration Statement to become effective as
soon as practicable after the Required Filing Date (but not later than the
Required Effectiveness Date), and shall use its reasonable best efforts to keep
the Shelf Registration Statement continuously effective under the Securities
Act, subject to the provisions of Sections 5.4 and 5.5 hereof, until the
earlier of (i) such time as the Company delivers an opinion of counsel
reasonably acceptable to the Designated Holders holding a majority of the
then-outstanding Registrable Securities (it being agreed that Greenberg
Traurig, LLP shall be satisfactory counsel) that each Designated Holder may
sell in the open market in a single transaction all Registrable Securities then
held by each such Designated Holder pursuant to Rule 144(k) of the
Securities Act (or any similar provision then in force) without being subject
to the volume limitations thereof or otherwise under an applicable exemption
from the registration requirements of the Securities Act, as amended, and all
other applicable securities and blue sky laws, (ii) all Registrable
Securities covered by such Shelf Registration Statement have been sold pursuant
to such Shelf Registration Statement or (iii) all Registrable Securities
have been sold pursuant to Rule 144 (such period being the “Effectiveness Period”).”


 


                                3.             As amended by this Amendment, the
Agreement is in all respects ratified and confirmed, and as so amended by this
Amendment, the Agreement shall be read, taken and construed as one in the same
instrument.


 


                                4.             This Amendment 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 Amendment.  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.


 


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                                IN
WITNESS WHEREOF, the parties hereto have executed this First Amendment to
Registration Rights Agreement the day and year first above written.


 


	
   

  	
  SATCON TECHNOLOGY CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David B. Eisenhaure

  	
   

  
	
   

  	
  Name:

  	
  David B. Eisenhaure

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ROCKPORT CAPITAL PARTNERS II,
  L.P.

  
	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  RockPort Capital II, LLC

  	
   

  	 

	
   

  	
  Its:

  	
  General Partner

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Janet B. James

  	
   

  	 

	
   

  	
  Name:

  	
  Janet B. James

  	
   

  	 

	
   

  	
  Title:

  	
  Managing Member

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  NGP ENERGY TECHNOLOGY PARTNERS,
  L.P.

  
	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  NGP ETP, L.L.C.

  	
   

  	 

	
   

  	
  Its:

  	
  General Partner

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Philip J. Deutch

  	
   

  	 

	
   

  	
  Name:

  	
  Philip J. Deutch

  	
   

  	 

	
   

  	
  Title:

  	
  Authorized Member

  	
   

  	 

						



 


 


 


 


 


 


 


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