Exhibit 10.5


 


Form of Tranche 2 Warrant and Additional Warrant


 


NEITHER THESE
SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE SOLD, TRANSFERRED, OR ASSIGNED OR OFFERED FOR SALE OR
OTHERWISE DISTRIBUTED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN COMPLIANCE
WITH RULE 144 UNDER THE SECURITIES ACT, OR THE COMPANY RECEIVES AN OPINION
OF COUNSEL FOR THE HOLDER OF SUCH SECURITIES REASONABLY SATISFACTORY TO THE
COMPANY STATING THAT SUCH SALE, TRANSFER OR ASSIGNMENT IS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


No.: 


 


WARRANT TO PURCHASE COMMON STOCK OF


SATCON TECHNOLOGY CORPORATION


 


(void after [        ],
20XX(1))


 


1.     Issuance of Warrant. FOR VALUE
RECEIVED, from and after the Issue Date, and subject to the terms and
conditions herein set forth, the Holder (as defined below) is entitled to
purchase from SatCon Technology Corporation, a Delaware corporation (the “Company”), at any time before 5:00 p.m. New
York City time on [       ], 20XX(2) (the “Termination Date”), the Warrant Shares (as
defined below) at a price per share equal to the Warrant Price (as defined
below) upon exercise of this Warrant pursuant to Section 6 hereof.


 


2.     Definitions. As used in this
Warrant, the following terms have the definitions ascribed to them below:


 


(a)      “Additional
Shares of Common Stock” means as such term is defined in the
Certificate of Designation.


 


(b)     “Aggregate
Per Common Share Price” means as such term is defined in the
Certificate of Designation


 






(1)   Insert date that is the seven year
anniversary of the Issue Date.  


(2)   Insert date that is the seven year
anniversary of the Issue Date.  


 

















 


(c)      “Business Day”
means any day other than a Saturday, Sunday or other day on which the national
or state banks located in the State of New York or the District of Columbia are
authorized to be closed.


 


(d)     “Certificate of Designation” means the
Certificate of Designation with respect to the Company’s Series C Convertible
Preferred Stock, par value $0.01 per share, adopted by the Company’s Board of
Directors substantially in the form attached as Exhibit E to the Purchase
Agreement.


 


(e)      “Closing Sale Price” means, for any security
as of any date, the last trade price for such security on the Principal Market,
as reported by Bloomberg L.P., or any successor performing similar functions (“Bloomberg”), or, if the Principal Market begins to operate
on an extended hours basis and does not designate the closing trade price then
the trade price of such security immediately prior to 4:00:00 p.m., New York
time, as reported by Bloomberg, or, if the Principal Market is not the
principal securities exchange or trading market for such security, the last
trade price of such security on the principal securities exchange or trading
market where such security is listed or traded as reported by Bloomberg, or if
the foregoing do not apply, the last trade price of such security in the
over-the-counter market on the electronic bulletin board for such security as
reported by Bloomberg, or, if no last trade price is reported for such security
by Bloomberg, the average of the ask prices of any market makers for such
security as reported in the “pink sheets” by Pink Sheets LLC (formerly the
National Quotation Bureau, Inc.). If the Closing Sale Price cannot be
calculated for a security on a particular date on any of the foregoing bases, the
Closing Sale Price of such security on such date shall be the fair market value
as mutually determined by the Company and the Holder. If the Company and the
Holder are unable to agree upon the fair market value of such security, then
such dispute shall be resolved pursuant to Section 10. All such determinations
to be appropriately adjusted for any stock dividend, stock split, stock
combination or other similar transaction during the applicable calculation
period.


 


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


 


(g)     “Common Stock
Equivalents” means as such term is defined in the Certificate of
Designation.


 


(h)     “Conversion
Price” means as such term is defined in the Certificate of
Designation.


 


(i)       “Convertible
Securities” means as such term is defined in the Certificate of
Designation.


 


(j)       “Holder” means [              ]
or its assigns.


 


(k)      “Issue Date” means [             ].(3)


 






(3)   Insert date on which Warrant
is issued by the Company.


 


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(l)       “Person” means any individual, corporation,
partnership, limited liability company, trust, incorporated or unincorporated
association, joint venture, joint stock company, governmental authority or
other entity of any kind, and shall include any successor (by merger or
otherwise) of such entity.


 


(m)     “Principal Market” means The Nasdaq Capital
Market.


 


(n)     “Purchase Agreement” means that certain
Stock and Warrant Purchase Agreement, dated as of November 8, 2007, by and
among the Company and the Purchasers (as defined therein).


 


(o)     “Series C
Preferred Stock” means the Company’s Series C Convertible Preferred
Stock, par value $0.01 per share.


 


(p)     “Trading Day”
means any day on which the Common Stock is traded on the Principal Market, or,
if the Principal Market is not the principal trading market for the Common
Stock, then on the principal securities exchange or trading market on which the
Common Stock is then traded; provided that “Trading Day” shall not include any
day on which the Common Stock is scheduled to trade on such exchange or market
for less than 5 hours or any day that the Common Stock is suspended from
trading during the final hour of trading on such exchange or market (or if such
exchange or market does not designate in advance the closing time of trading on
such exchange or market, then during the hour ending at 4:00 p.m., New York
time).


 


(q)     “Warrant Price” means $1.25 per share
subject to adjustment under Section 3.


 


(r)      “Warrant Shares” means the shares of Common
Stock (or other securities) purchasable upon exercise of this Warrant. The
total number of shares to be issued upon the exercise of this Warrant shall be
[          ] shares, subject
to adjustment under Section 3.


 


3.     Adjustments and Notices. The Warrant
Price and/or the Warrant Shares shall be subject to adjustment from time to
time in accordance with this Section 3. The Warrant Price and/or the
Warrant Shares shall be adjusted to reflect all of the following events that
occur on or after the Issue Date.


 


(a)      Subdivision, Stock
Dividends or Combinations. In case the Company shall at any time subdivide
the outstanding shares of the Common Stock or shall issue a stock dividend with
respect to the Common Stock, the Warrant Price in effect immediately prior to such
subdivision or the issuance of such dividend shall be proportionately
decreased, and the number of Warrant Shares for which this Warrant may be
exercised immediately prior to such subdivision or the issuance of such
dividend shall be proportionately increased. In case the Company shall at any
time combine the outstanding shares of the Common Stock, the Warrant Price in
effect immediately prior to such combination shall be proportionately
increased, and the number of Warrant Shares for which this Warrant may be
exercised immediately prior to such combination shall be proportionately
decreased. In each of the foregoing cases, the adjustment shall be effective at
the close of business on the date of such subdivision, dividend or combination,
as the case may be.


 


3

















 


(b)     Reclassification,
Exchange, Substitution, In-Kind Distribution. Upon any reclassification,
exchange, substitution or other event that results in a change of the number
and/or class of the securities issuable upon exercise or conversion of this
Warrant or upon the payment of a dividend in securities or property other than
shares of the Common Stock, the Holder shall be entitled to receive, upon
exercise of this Warrant, the number and kind of securities and property that
Holder would have received if this Warrant had been exercised immediately
before the record date for such reclassification, exchange, substitution, or
other event or immediately prior to the record date for such dividend. The
Company or its successor shall promptly issue to Holder a new warrant for such
new securities or other property. The new warrant shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 3 including, without limitation, adjustments
to the Warrant Price and to the number of securities or property issuable upon
exercise or conversion of the new warrant. The provisions of this
Section 3(b) shall similarly apply to successive reclassifications,
exchanges, substitutions, or other events and successive dividends.


 


(c)      Effect of
Consolidation, Merger or Sale. Upon (i) any consolidation, merger,
statutory share exchange or combination of the Company with another Person as a
result of which holders of Common Stock shall be entitled to receive stock,
securities or other property or assets (including cash) with respect to or in
exchange for such Common Stock or (ii) any sale or conveyance of the properties
and assets of the Company as, or substantially as, an entirety to any other
Person as a result of which holders of Common Stock shall be entitled to
receive stock, securities or other property or assets (including cash) with
respect to or in exchange for such Common Stock (each of the foregoing events
is herein referred to as a “Business Combination”),
then the Company or the successor or purchasing person, as the case may be,
shall issue a replacement Warrant providing that such Warrant shall be
exercisable for the kind and amount of shares of stock and other securities or
property or assets (including cash) receivable upon such Business Combination
by a holder of a number of shares of Common Stock issuable upon exercise of
this Warrant (assuming, for such purposes, a sufficient number of authorized
shares of Common Stock available for issuance upon exercise of all such
Warrants) immediately prior to such Business Combination assuming such holder
of Common Stock did not exercise his rights of election, if any, that holders
of Common Stock who were entitled to vote or consent to such transaction had as
to the kind or amount of securities, cash or other property receivable upon
such Business Combination (provided that, if the kind or amount of securities,
cash or other property receivable upon such Business Combination is not the
same for each share of Common Stock in respect of which such rights of election
shall not have been exercised (“non-electing share”), then for the purposes of
this Section the kind and amount of securities, cash or other property
receivable upon such Business Combination for each non-electing share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
non-electing shares). Such replacement Warrant shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Warrant. If, in the case of any such Business Combination,
the stock or other securities and assets receivable thereupon by a holder of
shares of Common Stock shall include shares of stock or other securities and
assets of a corporation other than the successor or purchasing person, as the
case may be, in such Business Combination, then such replacement Warrant shall
also be executed by such other person and shall contain such additional
provisions to protect the interests of the holder of this Warrant as the
Company’s Board of Directors shall reasonably consider necessary by reason of
the foregoing. The aggregate Warrant Price for the stock and other securities,
property and 


 


4

















 


assets (including
cash) so receivable upon such event shall be an amount equal to the aggregate
Warrant Price immediately prior to such event.


 


The Company shall
mail such replacement Warrant to each holder of Warrants, at such holder’s
address appearing in the register within twenty (20) days after execution
thereof. Failure to deliver such notice shall not affect the legality or
validity of such replacement Warrant.


 


The above
provisions of this Section shall similarly apply to successive or series of
related Business Combinations.


 


(d)     Adjustments for
Dilutive Issuances. In the event the Company shall, at any time and from
time to time (i) issue or sell any Additional Shares of Common Stock at a price
per share less than the Conversion Price then in effect or (ii) issue or sell
any Convertible Securities or Common Stock Equivalents with an Aggregate Per
Common Share Price less than the Conversion Price then in effect (or if there
are no longer any shares of Series C Preferred Stock outstanding, the price per
share or Aggregate Per Common Share Price, as applicable, less than the
Conversion Price that would be in effect as if shares of Series C Preferred
Stock were still outstanding, which for the avoidance of doubt, shall equal the
Warrant Price then in effect divided by 120%), the Warrant Price shall be
adjusted, mutatis mutandis, in accordance with
Sections 5(e)(iv) and (v) of the Certificate of Designation. For the avoidance
of doubt, the intent of this Section 3(d) is to apply the weighted average
anti-dilution formula set forth in Sections 5(e)(iv) and (v) of the Certificate
of Designation so that the Warrant Price remains equal to the product of 120%
multiplied by the Conversion Price (or, in the case that no shares of Series C
Preferred Stock remain outstanding, the Conversion Price that would be in
effect as if shares of Series C Preferred Stock were still outstanding). Upon
each such adjustment of the Warrant Price pursuant to this Section 3(d), the
number of Warrant Shares shall be adjusted to the number of shares of Common
Stock determined by multiplying the Warrant Price in effect immediately prior
to such adjustment by the number of Warrant Shares issuable upon exercise of
this Warrant immediately prior to such adjustment and dividing the product
thereof by the Warrant Price resulting from such adjustment. The above
provisions of this Section 3(d) shall similarly apply to successive issuances
of Additional Shares of Common Stock at a price per share less than the
Conversion Price then in effect and successive issuances of Convertible
Securities or Common Stock Equivalents with an Aggregate Per Common Share Price
less than the Conversion Price then in effect. Notwithstanding the foregoing,
the Company shall not be required to make any adjustment to the Warrant Price
as a result of any of the issuances of securities described in Section
5(e)(viii) of the Certificate of Designation.


 


(e)      Certificate of
Adjustment. In each case of an adjustment or readjustment of the Warrant
Price or Warrant Shares, the Company, at its own expense, shall cause its Chief
Financial Officer (or similar officer) to compute such adjustment or
readjustment in accordance with the provisions hereof and prepare a certificate
showing such adjustment or readjustment, and shall mail such certificate, by
first class mail, postage prepaid, to the Holder. The certificate shall set
forth such adjustment or readjustment, showing in detail the facts upon which
such adjustment or readjustment is based. No adjustment of the Warrant Price
shall be required to be made unless it would result in an increase or decrease
of at least one cent, but any adjustments not made because of this sentence
shall be carried forward and taken into account in any subsequent adjustment
otherwise required hereunder.


 


5

















 


(f)      No Impairment. The
Company shall not, by amendment of its Certificate of Incorporation or through
a reorganization, transfer of assets, consolidation, merger, dissolution,
issue, or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms to be observed or
performed under this Warrant by the Company, but shall at all times in good
faith assist in carrying out all of the provisions of this Section 3 and
in taking all such action as may be necessary or appropriate to protect the
Holder’s rights under this Section 3 against impairment. If an event not
specified in this Section 3 occurs that has substantially the same
economic effect on the Warrant as those specifically enumerated, then
Section 3 shall be construed liberally, mutatis
mutandis, in order to give the Warrant the intended benefit of the
protections provided under this Section 3. In such event, the Company’s
Board of Directors shall make an appropriate adjustment in the Warrant Price
and number of Warrant Shares so as to protect the rights of the holders of this
Warrant; provided that no such adjustment shall increase the Warrant Price as
otherwise determined pursuant to this Section 3 or decrease the number of
Warrant Shares.


 


(g)     Fractional Shares. No
fractional shares shall be issuable upon exercise or conversion of the Warrant
and the number of shares to be issued shall be rounded down to the nearest
whole share. If a fractional share interest arises upon any exercise or
conversion of the Warrant, the Company shall eliminate such fractional share
interest by paying the Holder an amount computed by multiplying the fractional
interest by the fair market value of a full share.


 


4.     No Shareholder Rights. This Warrant,
by itself, as distinguished from any shares purchased hereunder, shall not
entitle its Holder to any of the rights of a shareholder of the Company.


 


5.     Reservation of Stock. The Company
will reserve from its authorized and unissued stock a sufficient number of
shares to provide for the issuance of Warrant Shares upon the exercise or
conversion of this Warrant (after giving effect to the adjustments of Section
3, if any). Issuance of this Warrant shall constitute full authority to the
Company’s officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for Warrant Shares
issuable upon the exercise of this Warrant.


 


6.     Exercise of Warrant. (a) This
Warrant may be exercised as a whole or in part by the Holder, at any time on or
after the Issue Date and prior to the termination of this Warrant, by the
surrender of this Warrant, together with the Notice of Exercise and Investment
Representation Statement in the forms attached hereto as Attachments 1 and
2, respectively, duly completed and executed at the principal office of the
Company, specifying the number of Warrant Shares as to which this Warrant is to
be exercised and accompanied by payment of the Warrant Price for the number of
Warrant Shares as to which this Warrant is being exercised in wire transfer or
by check (which payment may take the form of a “cashless exercise” if so
indicated on the Notice of Exercise and if a “cashless exercise” may occur at
such time pursuant to Section 8 below); provided that to the extent any
exercise of this Warrant requires notification under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended  (the “HSR Act”), the
Company and the Holder agree to use commercially reasonable efforts to promptly
file such notification, and the exercise of this Warrant is conditioned upon
the expiration or early termination of the HSR Act waiting period. Execution
and delivery of the Notice of Exercise in respect of less than all of the
Warrant Shares issuable upon 


 


6

















 


exercise of this
Warrant shall have the same effect as cancellation of the original Warrant and
the issuance of a new warrant evidencing the right to purchase the remaining
number of Warrant Shares.


 


(b)     This Warrant shall be
deemed to have been exercised immediately prior to the close of business on the
date of its surrender for exercise and payment of the applicable Warrant Price
as provided above, and the person entitled to receive the Warrant Shares
issuable upon such exercise shall be treated for all purposes as the holder of
such shares of record as of the close of business on such date.


 


(c)      As promptly as
practicable after such date (but in no event later than three Trading Days
after this Warrant is exercised), the Company shall issue and deliver to the
person or persons entitled to receive the same a certificate or certificates
for the number of full shares of Warrant Shares issuable upon such exercise.


 


7.     Transfer of Warrant. This Warrant
may be transferred or assigned by the Holder hereof as a whole or in part,
provided:


 


(a)      that the Holder provides,
at the Company’s request, an opinion of counsel satisfactory to the Company
that such transfer does not require registration under the Securities Act, and


 


(b)     that the Holder surrenders
this Warrant with the Form of Assignment attached hereto as Attachment 3, duly
completed and signed, to the Company.


 


Upon any such transfer, a
new warrant to purchase Common Stock, in substantially the form of this Warrant
(any such new warrant, a “New Warrant”),
evidencing the portion of this Warrant so transferred shall be issued to the
transferee and a New Warrant evidencing the remaining portion of this Warrant
not so transferred, if any, shall be issued to the transferring Holder. The
acceptance of the New Warrant by the transferee thereof shall be deemed the
acceptance by such transferee of all of the rights and obligations of a holder
of a Warrant.


 


8.     Warrant Exercise  The Holder shall have the right to either (1)
exercise the Warrant by paying the Warrant Price in immediately available funds
or (2) exercise the Warrant on a “net share” or cashless exercise basis by
satisfying its obligation to pay the Warrant Price through a “cashless
exercise,” in which event the Company shall issue to the Holder the number of
Warrant Shares determined as follows:


 


X = Y x (A - B)


 


A


 


Where:


 


X = the net number
of Warrant Shares to be issued to the Holder.


 


Y = the number of
Warrant Shares with respect to which this Warrant is being exercised.


 


7

















 


A = the average of
the Closing Sale Prices for the five Trading Days immediately prior to (but
excluding) the date this Warrant is exercised.


 


B = the Warrant
Price


 


For purposes of Rule 144
promulgated under the Securities Act, it is intended, understood and
acknowledged that the Warrant Shares issued in a cashless exercise transaction
shall be deemed to have been acquired by the Holder, and the holding period for
the Warrant Shares shall be deemed to have commenced, on the date this Warrant
was originally issued pursuant to the Purchase Agreement.


 


9.     Termination. At 5:00 P.M., New York
City time on the Termination Date, the portion of this Warrant not exercised
prior thereto shall be and become void and of no value; provided that, if the
average of the Closing Sale Price for the five Trading Days immediately prior
to (but not including) the Termination Date exceeds the Warrant Price on the
Termination Date, then this Warrant shall be deemed to have been exercised in
full (to the extent not previously exercised) on a “cashless exercise” basis at
5:00 P.M. New York City time on the Termination Date in accordance with Section
8 above.


 


10.   Dispute Resolution. In the case of a dispute as to the
determination of the Warrant Price or the arithmetic calculation of the Warrant
Shares, the Company shall submit the disputed determinations or arithmetic
calculations via facsimile within two Business Days of receipt of the Notice of
Exercise giving rise to such dispute, as the case may be, to the Holder. If the
Holder and the Company are unable to agree upon such determination or
calculation of the Warrant Price or the Warrant Shares within three Business
Days of such disputed determination or arithmetic calculation being submitted
to the Holder, then the Company shall, within two Business Days submit via
facsimile (a) the disputed determination of the Warrant Price to an independent,
reputable investment bank selected by the Company and approved by the Holder or
(b) the disputed arithmetic calculation of the Warrant Shares to the Company’s
independent, outside accountant. The Company shall cause at its expense the
investment bank or the accountant, as the case may be, to perform the
determinations or calculations and notify the Company and the Holder of the
results no later than ten Business Days from the time it receives the disputed
determinations or calculations. Such investment bank’s or accountant’s
determination or calculation, as the case may be, shall be binding upon all
parties absent demonstrable error.


 


11.   Miscellaneous. This Warrant shall be
governed by the laws of the State of Delaware, as such laws are applied to contracts
to be entered into and performed entirely in Delaware by Delaware residents. The
headings in this Warrant are for purposes of convenience and reference only,
and shall not be deemed to constitute a part hereof. Neither this Warrant nor
any term hereof may be changed or waived orally, but only by an instrument in
writing signed by the Company and the Holder of this Warrant. All notices and
other communications from the Company to the Holder of this Warrant shall be
delivered personally or by facsimile transmission or mailed by first class
mail, postage prepaid, to the address or facsimile number furnished to the
Company in writing by the last Holder of this Warrant who shall have furnished
an address or facsimile number to the Company in writing, and if mailed shall
be deemed given three days after deposit in the United States mail. Upon
receipt of evidence satisfactory to the Company of the ownership of and the
loss, theft, 


 


8

















 


destruction or
mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Company
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Company will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing
the right to purchase the same aggregate number of shares of Common Stock.


 


[Remainder of Page Intentionally
Left Blank]


 


9

















 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed by its duly authorized officer
as of the Issue Date (defined above).


 


 


SATCON TECHNOLOGY
CORPORATION


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


10

















 


Attachment 1


 


NOTICE OF EXERCISE


 


TO:  SATCON TECHNOLOGY CORPORATION


 


1.             The undersigned hereby elects to purchase                                  
Warrant Shares of SatCon Technology Corporation pursuant to the terms of the
attached Warrant.


 


2.             The undersigned intends that the payment of the Warrant
Price shall be made as (check one):


 


o            “Cash
Exercise” under Section 8 (clause 1)


 


o            “Cashless
Exercise” under Section 8 (clause 2)


 


3.             If the undersigned has elected “Cash Exercise,” the
undersigned shall pay the sum of $[          ]
to the Company in accordance with the terms of the Warrant.


 


4.             Please issue a certificate or certificates representing
said shares of Warrant Shares in the name of the undersigned or in such other
name as is specified below:


 


	
   

  	
   

  	
   

  
	
  (Name in which certificate(s) are to be issued)

  
	
   

  
	
   

  	
   

  	
   

  
	
  (Address)

  
	
   

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Name of Warrant
  Holder)

  	
   

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date signed:

  	
   

  	
   

  
											



 

















 


Attachment 2


 


INVESTMENT REPRESENTATION STATEMENT


 


In connection with the
purchase of the Warrant Shares upon exercise of the enclosed Warrant, the
undersigned hereby represents to SatCon Technology Corporation (the “Company”) as follows:


 


(a)   The securities to be
received upon the exercise of the Warrant (the “Securities”) will be acquired for investment for its own
account, not as a nominee or agent, and not with a view to the sale or
distribution of any part thereof, and the undersigned has no present intention
of selling, granting participation in or otherwise distributing the same, but
subject, nevertheless, to any requirement of law that the disposition of its
property shall at all times be within its control. By executing this statement,
the undersigned further represents that it does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer, or
grant participations to such person or to any third person, with respect to any
Securities issuable upon exercise of the Warrant.


 


(b)   The undersigned understands
that the Securities issuable upon exercise of the Warrant at the time of
issuance shall not be registered under the Securities Act of 1933, as amended
(the “Securities Act”), and
applicable state securities laws, on the ground that the issuance of such
securities is exempt pursuant to Section 4(2) of the Securities Act and
state law exemptions relating to offers and sales not by means of a public
offering, and that the Company’s reliance on such exemptions is predicated on
the undersigned’s representations set forth herein.


 


(c)   The undersigned agrees that
in no event will it make a disposition of any Securities acquired upon the
exercise of the Warrant unless and until (i) it shall have notified the
Company of the proposed disposition and shall have furnished the Company with a
statement of the circumstances surrounding the proposed disposition, and
(ii) it shall have furnished the Company with an opinion of counsel
satisfactory to the Company and Company’s counsel to the effect that
(A) appropriate action necessary for compliance with the Securities Act
and any applicable state securities laws has been taken or an exemption from
the registration requirements of the Securities Act and such laws is available,
and (B) the proposed transfer will not violate any of said laws.


 


(d)   The undersigned acknowledges
that an investment in the Company is highly speculative and represents that it
is able to fend for itself in the transactions contemplated by this statement,
has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of its investments, and has the
ability to bear the economic risks (including the risk of a total loss) of its
investment. The undersigned represents that it has had the opportunity to ask
questions of the Company concerning the Company’s business and assets and to
obtain any additional information which it considered necessary to verify the
accuracy of or to amplify the Company’s disclosures, and has had all questions
which have been asked by it satisfactorily answered by the Company.


 

















 


(e)   The undersigned acknowledges
that the Securities issuable upon exercise or conversion of the Warrant must be
held indefinitely unless subsequently registered under the Securities Act or an
exemption from such registration is available. The undersigned is aware of the
provisions of Rule 144 promulgated under the Securities Act which permit
limited resale of shares purchased in a private placement subject to the
satisfaction of certain conditions, including, among other things, the
existence of a public market for the shares, the availability of certain
current public information about the Company, the resale occurring not less
than one year after a party has purchased and paid for the security to be sold
from the Company or any affiliate of the Company, the sale being through a “broker’s
transaction” or in transactions directly with a “market maker” (as provided by
Rule 144(f)) and the number of shares being sold during any three month
period not exceeding specified limitations.


 


(f)    The undersigned is an “accredited
investor” as defined in Regulation D under the Securities Act.


 


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Typed or
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2

















 


Attachment 3


 


FORM OF ASSIGNMENT


 


[To be completed and signed
only upon transfer of Warrant]


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                                 
the right represented by the within Warrant to purchase                              shares
of Common Stock of SatCon Technology Corporation to which the within Warrant
relates and appoints                                    
attorney to transfer said right on the books of SatCon Technology Corporation
with full power of substitution in the premises.


 


	
   

  	
   

  
	
   

  	
   

  
	
  Dated:                            ,         

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Signature must conform in all respects to name  

  of holder as specified on the
  face of the Warrant)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address of Transferee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  In the presence of: