Exhibit 10.4


 


Form of Tranche 1 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 November 8, 2014)


 


1.             Issuance of Warrant. FOR VALUE RECEIVED, from and
after May 8, 2008, 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 November 8, 2014 (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


 


(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 November 8, 2007.


 


(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.


 


2

















 


(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)           “Stockholder Approval”
means as such term is defined in the Certificate of Designation.


 


(q)           “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).


 


(r)            “Warrant
Price” means (i) prior to obtaining Stockholder Approval, $1.44 per
share subject to adjustment under Section 3 and (ii) after obtaining
Stockholder Approval, $1.25 per share subject to adjustment under
Section 3. If the Warrant Price is reduced to $1.25 per share as a result
of obtaining Stockholder Approval, the Warrant Price will get the benefit of
any and all adjustments that would have been made to the Warrant Price pursuant
to Section 3 as if the Warrant Price was $1.25 on the Issue Date.


 


(s)           “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 after
obtaining Stockholder Approval, (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 following Stockholder Approval 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 


 


5

















 


this sentence
shall be carried forward and taken into account in any subsequent adjustment
otherwise required hereunder.


 


(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 May 8,
2008 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 


 


6

















 


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 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.


 


7

















 


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


 


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 


 


8

















 


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, 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.


 


 


	
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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.


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
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  (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: