Exhibit 10.2


MODIFICATION, TERMINATION AND RELEASE

OF LEASE


This Modification, Termination and Release of Lease
(the “Agreement”) is dated December 22, 2006 (the “Effective Date”) by and
between SatCon Technology Corporation (“SatCon”) and Paul E. Hanlon, Trustee of
C&M Realty Trust (“C&M”).  All
terms not otherwise defined herein shall have the meaning ascribed to them in
the Lease (defined below).


WHEREAS, C&M entered into a lease with Folio
Acquisition Corp. (“FAC”) dated March 3, 1998 for the premises at 7 Coppage
Drive, Worcester, MA which was amended on March 31, 2001 to identify Folio
Group, Inc., a successor in interest to FAC (“Folio”), as the lessee
(collectively, the “Major Lease”), and on March 31, 2001, Folio sublet the
premises to SatCon under a sublease (the “Sublease”) to which C&M consented
(the “Consent”);


WHEREAS, on June 21, 2002, Folio defaulted on the
Major Lease and SatCon exercised its right to enter into a direct lease with
the Lessor upon all the terms and conditions contained in the Major Lease, as
modified by the Sublease and the Consent;


WHEREAS, on March 20, 2005, SatCon and C&M
entered into a Confirmation of Exercise of Option, Establishment of Direct
Lease and Modification of Direct Lease (the “Option Exercise”); and


WHEREAS, SatCon desires to terminate the Major
Lease, as modified by the Sublease, the Consent and the Option Exercise
(collectively, the “Lease”), prior to the termination date included therein of
March 31, 2010 and C&M agrees to such early termination subject to the
terms and conditions set forth herein.


NOW,
THEREFORE, in consideration of the foregoing premises, and other good and
valuable consideration, the receipt of which is hereby acknowledged, the
parties hereby agree as follows:


1.             Expiration of
Lease.  The parties agree that
subject to the terms and conditions of this Agreement, the Term of the Lease
shall expire on the later of (a) February 15, 2007 or (b) the date on which the
Registration Statement (as defined in Section 4.1(a) below) becomes effective at
11:59 p.m. (the “Termination Date”) and that such early expiration shall not
constitute a default by SatCon under the Lease.


2.             Return of
Premises.  SatCon agrees that on or
prior to the Termination Date, it shall remove its property from the Premises
in accordance with Section 13.1 of the Major Lease, as modified by the
Sublease, the Consent and this Agreement. The parties agree that SatCon shall
take the following actions as part of this Agreement:


(i)                                     Demolish the machine shop, compressor room
and small test room down to the floor surface;


(ii)                                  Remove the two (2) crane systems down to the
floor surfaces;


(iii)                               Remove outside mufflers and repair any damages to the building caused
by such removal;


(iv)                              Remove the outside trailers;


(v)                                 Remove the inventory cage; and


(vi)                              Cut the power to the mini uninterrupted power
supply outside the building (the “UPS”).


The parties agree that the electric, compressed air drops, the
cafeteria and UPS (including the electrical room in the UPS area) may remain
within the Premises and need not be removed by SatCon. Consistent 



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with the terms of the Lease and except as set forth in this Section 2,
SatCon shall yield up the Premises to C&M in the same condition as existed
on March 31, 2001, or as they may have been put thereafter, ordinary wear and
tear and damage by fire and casualty and damage resulting from any failure of
the C&M to perform its obligations only excepted.  Other than as specifically set forth in this
Section 2, SatCon shall have no further restoration obligation with respect to
the Premises upon expiration of the Lease. 
Other than as specifically stated herein, nothing in Section 1 or this
Section 2 shall relieve SatCon of its obligations under the Lease during the
period up to and including the Termination Date.


3.             Issuance of
Shares.


3.1           The
parties acknowledge and agree that absent this Agreement, or any other
permitted earlier termination of the Lease, the aggregate base rent payable by
SatCon for the Premises for the remaining Lease term of three (3) years and
three (3) months (from December 31, 2006 through March 31, 2010) is equal to
One Million Two Hundred Seventy-nine Thousand Three Hundred Twenty Dollars
($1,279,320.00).  SatCon and C&M
hereby agree that as consideration for the earlier expiration of the Lease
contemplated in Section 1 and in lieu of any continuing payments or other
obligations of SatCon thereunder as a result of such early expiration, SatCon
shall issue to C&M Eight Hundred Fifty Thousand (850,000) shares of the
common stock of SatCon, $0.01 par value, (the “Shares”) on January 2, 2007 (the
“Issuance Date”).


3.2           C&M
understands that upon issuance, the Shares will not be registered under the
securities laws of the United States or any other jurisdiction and may not be
transferred or resold except as permitted pursuant to a valid registration
statement or an applicable exemption from registration.


3.3           In
connection with the private placement of the Shares to C&M, C&M
represents that:


(a)           C&M
is acquiring the Shares for its own account and not with a view to or for
distributing or reselling such Shares or any part thereof, without prejudice,
however, to its right, subject to the provisions of this Agreement, at all
times to sell or otherwise dispose of all or any part of such Shares pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the “Securities Act”), or under an exemption from such registration
and in compliance with applicable federal and state securities laws.  Nothing contained herein shall be deemed a
representation or warranty by C&M to hold Shares for any period of time.


(b)           C&M
is an “accredited investor” as defined in Rule 501(a) under the Securities Act.


(c)           C&M,
either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of
evaluating the merits and risks of the prospective investment in the Shares,
and has so evaluated the merits and risks of such investment.  C&M is able to bear the economic risk of
an investment in the Shares.


4.             Registration of
the Shares; Compliance with the Securities Act; Sales of the Shares.


4.1           Registration
Procedures and Other Matters.  SatCon
shall:


(a)         subject to receipt of
necessary information from C&M after prompt request from SatCon to C&M
to provide such information, prepare and file with the SEC, within 30 days
after the Issuance Date, a “shelf” registration statement covering the resale
of all Shares for an offering to be made on a continuous basis pursuant to Rule
415 (the “Registration Statement”).  The
Registration 



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Statement
shall be on Form S-3.  In the event the
Form S-3 is not available for the registration of the resale of Shares
hereunder, SatCon shall register the resale of the Shares on another appropriate
form in accordance herewith;


(b)         subject to receipt of
necessary information from C&M after prompt request from SatCon to C&M
to provide such information, use its best efforts to cause the Registration
Statement to become effective within 90 days after the Issuance Date.


(c)         use best efforts to
prepare and file with the SEC such amendments and supplements to the
Registration Statement and the Prospectus used in connection therewith as may
be necessary to keep the Registration Statement current, effective and free
from any material misstatement or omission to state a material fact for a
period not exceeding, with respect the Shares, the earlier of (i) the
first anniversary of the Issuance Date, (ii) the date on which C&M may
sell all Shares then held by C&M without restriction by the volume
limitations of Rule 144(e) of the Securities Act and the rules and
regulations promulgated thereunder, or (iii) such time as all Shares have
been sold pursuant to the Registration Statement;


(d)         comply with any prospectus
publication requirement then applicable to it and furnish to C&M with
respect to the Shares registered under the Registration Statement such number
of copies of the Registration Statement, Prospectuses and Preliminary
Prospectuses in conformity with the requirements of the Securities Act and such
other documents as C&M may reasonably request, in order to facilitate the
public sale or other disposition of all or any of the Shares by C&M;
provided, however, that the obligation of SatCon to deliver copies of
Prospectuses or Preliminary Prospectuses to C&M shall be subject to the
receipt by SatCon of reasonable assurances from C&M that C&M will
comply with the applicable provisions of the Securities Act and of such other
securities or blue sky laws as may be applicable in connection with any use of
such Prospectuses or Preliminary Prospectuses;


(e)         file documents
required of SatCon for normal blue sky clearance in states specified in writing
by C&M and use its best efforts to maintain such blue sky qualifications
during the period SatCon is required to maintain the effectiveness of the
Registration Statement pursuant to Section 4.1(c); provided, however, that
SatCon shall not be required to qualify to do business or consent to service of
process in any jurisdiction in which it is not now so qualified or has not so
consented;


(f)          bear all expenses in
connection with the procedures in paragraph (a) through (e) of this
Section 4.1 (other than underwriting discounts or commissions, brokers’
fees and similar selling expenses, and any other fees or expenses incurred by
C&M, including attorneys’ fees of C&M) and the registration of the
Shares pursuant to the Registration Statement; and


(g)         advise C&M,
promptly after it shall receive notice or obtain knowledge of the issuance of
any stop order by the SEC delaying or suspending the effectiveness of the
Registration Statement or of the initiation or threat of any proceeding for
that purpose; and it will promptly use its best efforts to prevent the issuance
of any stop order or to obtain its withdrawal at the earliest possible moment
if such stop order should be issued.


4.2           Transfer of
Shares After Registration; Suspension.


(a)         C&M agrees that it
will not effect any disposition of the Shares that would constitute a sale within
the meaning of the Securities Act except as contemplated in the Registration
Statement referred to in Section 4.1 and as described below or as
otherwise permitted by law, and that it will promptly notify SatCon of any
changes in the information set forth in the Registration Statement regarding
C&M or its plan of distribution.



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(b)         Except in the event
that paragraph (c) below applies, SatCon shall (i) if deemed necessary by
SatCon, prepare and file from time to time with the SEC a post-effective amendment
to the Registration Statement or a supplement to the related Prospectus or a
supplement or amendment to any document incorporated therein by reference or
file any other required document so that such Registration Statement will not
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 not
misleading, and so that, as thereafter delivered to purchasers of the Shares
being sold thereunder, such Prospectus will not 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 light of the circumstances
under which they were made, not misleading; (ii) provide C&M copies of
any documents filed pursuant to Section 4.2(b)(i) as C&M may
reasonably request; and (iii) inform C&M that SatCon has complied with
its obligations in Section 4.2(b)(i) (or that, if SatCon has filed a
post-effective amendment to the Registration Statement which has not yet been
declared effective, SatCon will notify C&M to that effect, will use its
best efforts to secure the effectiveness of such post-effective amendment as
promptly as possible and will promptly notify C&M pursuant to Section 4.2(b)(i) hereof
when the amendment has become effective).


(c)         Subject to paragraph
(d) below, in the event (i) of any request by the SEC or any other federal
or state governmental authority during the period of effectiveness of the
Registration Statement for amendments or supplements to the Registration
Statement or related Prospectus or for additional information; (ii) of the
issuance by the SEC or any other federal or state governmental authority of any
stop order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose; (iii) of the receipt by
SatCon of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Shares for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose; or (iv) of
any event or circumstance which, upon the advice of its counsel, necessitates
the making of any changes in the Registration Statement or Prospectus, or any
document incorporated or deemed to be incorporated therein by reference, so
that, in the case of the Registration Statement, it will not contain any untrue
statement of a material fact or any omission to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading, and that in the case of the Prospectus, it will not contain any
untrue statement of a material fact or any omission 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, then
SatCon shall deliver a certificate in writing to C&M (the “Suspension
Notice”) to the effect of the foregoing and, upon receipt of such Suspension
Notice, C&M will refrain from selling any Shares pursuant to the
Registration Statement (a “Suspension”) until C&M’s receipt of copies of a
supplemented or amended Prospectus prepared and filed by SatCon, or until it is
advised in writing by SatCon that the current Prospectus may be used, and has
received copies of any additional or supplemental filings that are incorporated
or deemed incorporated by reference in any such Prospectus.  In the event of any Suspension, SatCon will
use its best efforts to cause the use of the Prospectus so suspended to be
resumed as soon as reasonably practicable within 20 business days after the
delivery of a Suspension Notice to C&M. 
In addition to and without limiting any other remedies (including,
without limitation, at law or at equity) available to C&M, C&M shall be
entitled to specific performance in the event that SatCon fails to comply with
the provisions of this Section 4.2(c).


(d)         Notwithstanding the
foregoing paragraphs of this Section 4.2, C&M shall not be prohibited
from selling Shares under the Registration Statement as a result of Suspensions
for more than 60 days in any twelve month period, unless, in the good faith
judgment of SatCon’s Board of Directors, upon the written opinion of counsel of
SatCon, the sale of Shares under the Registration Statement in reliance on this
paragraph 4.2(d) would be reasonably likely to cause a violation of the
Securities Act or the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder (the “Exchange Act”), and result
in liability to SatCon.



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(e)         Provided that a
Suspension is not then in effect, C&M may sell Shares under the
Registration Statement, provided that it complies with any prospectus delivery
requirement then applicable to it.  Upon
receipt of a request therefor, SatCon has agreed to provide an adequate number
of current Prospectuses (including documents incorporated by reference therein)
to C&M and to supply copies to any other parties requiring such
Prospectuses.


4.3           Indemnification.  For the purpose of this Section 4.3:


(i)              the term “Registration
Statement” shall include the Prospectus in the form first filed with the SEC
pursuant to Rule 424(b) of the Securities Act or filed as part of the
Registration Statement at the time of effectiveness if no Rule 424(b)
filing is required, and any exhibit, supplement or amendment included in or
relating to the Registration Statement referred to in Section 4.1; and


(ii)             the term “Untrue
Statement” means any untrue statement or alleged untrue statement, or any
omission or alleged omission to state in the Registration Statement 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.


(a)         SatCon agrees to
indemnify and hold harmless C&M from and against any losses, claims,
damages, expenses or liabilities to which C&M may become subject (under the
Securities Act or otherwise) insofar as such losses, claims, damages, expenses
or liabilities (or actions or proceedings in respect thereof) arise out of, or
are based upon (i) any breach of the representations or warranties of
SatCon contained in this Section 4 or failure to comply with the covenants and
agreements of SatCon contained in this Section 4, (ii) any Untrue Statement,
or (iii) any failure by SatCon to fulfill any undertaking included in the
Registration Statement as amended or supplemented from time to time, and SatCon
will reimburse C&M for any reasonable legal or other expenses reasonably
incurred in investigating, defending or preparing to defend any such action,
proceeding or claim, or preparing to defend any such action, proceeding or
claim, provided, however, that SatCon shall not be liable in any
such case to the extent that such loss, claim, damage or liability arises out
of, or is based upon, an Untrue Statement made in reliance upon and in
conformity with written information furnished to SatCon by or on behalf of
C&M specifically for use in preparation of the Registration Statement, as
amended or supplemented from time to time (including, without limitation,
information set forth in a C&M Questionnaire), or the failure of C&M to
comply with its covenants and agreements contained in Section 4 hereof
respecting sale of the Shares or any statement or omission in any Prospectus
that is corrected in any subsequent Prospectus that was delivered to C&M
prior to the pertinent sale or sales by C&M.  SatCon shall reimburse C&M for the
indemnifiable amounts provided for herein on demand as such expenses are
incurred.


(b)         C&M agrees to
indemnify and hold harmless SatCon (and each person, if any, who controls
SatCon within the meaning of Section 15 of the Securities Act, each
officer of SatCon who signs the Registration Statement and each director of
SatCon) from and against any losses, claims, damages or liabilities to which
SatCon (or any such officer, director or controlling person) may become subject
(under the Securities Act or otherwise), insofar as such losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) arise out
of, or are based upon, (i) any failure of C&M to comply with the
covenants and agreements contained in Section 4 hereof respecting sale of
the Shares, or (ii) any Untrue Statement if such Untrue Statement was made
in reliance upon and in conformity with written information furnished by or on
behalf of C&M specifically for use in preparation of the Registration
Statement, as amended or supplemented from time to time (including, without
limitation, information set forth in a C&M Questionnaire), and C&M will
reimburse SatCon (or such officer, director or controlling person), as the case
may be, for any legal or other expenses reasonably incurred in 



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investigating,
defending or preparing to defend any such action, proceeding or claim.  C&M shall reimburse SatCon or such
officer, director or controlling person, as the case may be, for the
indemnifiable amounts provided for herein on demand as such expenses are
incurred.  Notwithstanding the foregoing,
C&M’s aggregate obligation to indemnify SatCon and such officers, directors
and controlling persons shall be limited to the net amount received by C&M
from the sale of the Shares.


(c)         Promptly after receipt
by any indemnified person of a notice of a claim or the beginning of any action
in respect of which indemnity is to be sought against an indemnifying person
pursuant to this Section 4, such indemnified person shall notify the
indemnifying person in writing of such claim or of the commencement of such
action, but the omission to so notify the indemnifying person will not relieve
it from any liability which it may have to any indemnified person under this
Section 4 (except to the extent that such omission materially and
adversely affects the indemnifying person’s ability to defend such action) or
from any liability otherwise than under this Section 4.  Subject to the provisions hereinafter stated,
in case any such action shall be brought against an indemnified person, the
indemnifying person shall be entitled to participate therein, and, to the
extent that it shall elect by written notice delivered to the indemnified
person promptly after receiving the aforesaid notice from such indemnified
person, shall be entitled to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified person.  After notice from the indemnifying person to
such indemnified person of its election to assume the defense thereof, such
indemnifying person shall not be liable to such indemnified person for any
legal expenses subsequently incurred by such indemnified person in connection
with the defense thereof, provided, however, that if there exists
or shall exist a conflict of interest that would make it inappropriate, in the
opinion of counsel to the indemnified person, for the same counsel to represent
both the indemnified person and such indemnifying person or any affiliate or
associate thereof, the indemnified person shall be entitled to retain its own
counsel at the expense of such indemnifying person; provided, however, that no
indemnifying person shall be responsible for the fees and expenses of more than
one separate counsel (together with appropriate local counsel) for all
indemnified parties.  In no event shall
any indemnifying person be liable in respect of any amounts paid in settlement
of any action unless the indemnifying person shall have approved the terms of
such settlement; provided that such consent shall not be unreasonably
withheld or delayed.  No indemnifying
person shall, without the prior written consent of the indemnified person,
effect any settlement of any pending or threatened proceeding in respect of
which any indemnified person is or could have been a party and indemnification
could have been sought hereunder by such indemnified person, unless such
settlement includes an unconditional release of such indemnified person from
all liability on claims that are the subject matter of such proceeding.


(d)         If the indemnification
provided for in this Section 4 is unavailable to or insufficient to hold
harmless an indemnified person under subsection (a) or (b) above in respect of
any losses, claims, damages or liabilities (or actions or proceedings in
respect thereof) referred to therein, then each indemnifying person shall
contribute to the amount paid or payable by such indemnified person as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative fault of SatCon on
the one hand and C&M on the other in connection with the statements or
omissions or other matters which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations.  The relative
fault shall be determined by reference to, among other things, in the case of
an Untrue Statement, whether the Untrue Statement relates to information
supplied by SatCon on the one hand or C&M on the other and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such Untrue Statement.  SatCon
and C&M agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation or by
any other method of allocation which does not take into account the equitable
considerations referred to above in this subsection (d).  The amount paid or payable by an indemnified
person as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (d) shall be 



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deemed
to include any legal or other expenses reasonably incurred by such indemnified
person in connection with investigating or defending any such action or
claim.  Notwithstanding the provisions of
this subsection (d), C&M shall not be required to contribute any amount in
excess of the amount by which the net amount received by C&M from the sale
of the Shares to which such loss relates exceeds the amount of any damages
which C&M has otherwise been required to pay by reason of such Untrue
Statement.  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.


(e)         The parties hereby
acknowledge that they are sophisticated business persons who were represented
by counsel during the negotiations regarding the provisions hereof including,
without limitation, the provisions of this Section 4, and are fully
informed regarding said provisions.  They
further acknowledge that the provisions of this Section 4 fairly allocate
the risks in light of the ability of the parties to investigate SatCon and its
business in order to assure that adequate disclosure is made in the
Registration Statement as required by the Securities Act and the Exchange
Act.  The parties are advised that
federal or state public policy as interpreted by the courts in certain
jurisdictions may be contrary to certain of the provisions of this
Section 4, and the parties hereto hereby expressly waive and relinquish
any right or ability to assert such public policy as a defense to a claim under
this Section 4 and further agree not to attempt to assert any such
defense.


(f)          For avoidance of
confusion, in the event SatCon is the indemnifying person, each control person,
director, or officer of SatCon referred to in subsection (b) of this Section 4
is not an indemnifying person for purposes of subsection (c) or (d) thereof.


4.4           Termination of
Conditions and Obligations.  The
conditions precedent imposed by Section 3.2 and this Section 4 upon the
transferability of the Shares shall cease and terminate as to any particular
number of the Shares when such Shares shall have been effectively registered
under the Securities Act and sold or otherwise disposed of in accordance with
the intended method of disposition set forth in the Registration Statement
covering such Shares or at such time as an opinion of counsel reasonably
satisfactory to SatCon shall have been rendered to the effect that such
conditions are not necessary in order to comply with the Securities Act.


4.5           Information
Available.  So long as the
Registration Statement is effective covering the resale of Shares owned by
C&M, SatCon will furnish to C&M:


(a)         as soon as practicable
after it is available, one copy of (i) its Annual Report to Stockholders
(which Annual Report shall contain financial statements audited in accordance
with generally accepted accounting principles by a national firm of certified
public accountants), (ii) its Annual Report on Form 10-KSB unless
available on the SEC’s EDGAR website (www.sec.gov), and (iii) its
Quarterly Reports on Form 10-QSB (the foregoing, in each case, excluding
exhibits) unless available on the SEC’s EDGAR website;


(b)         upon the request of
C&M, all exhibits excluded by the parenthetical to subparagraph (a) of
this Section 4.5 as filed with the SEC and all other information that is
made available to shareholders; and


(c)         upon the reasonable
request of C&M, an adequate number of copies of the Prospectuses to supply
to any other party requiring such Prospectuses; and upon the reasonable request
of C&M, the President or the Chief Financial Officer of SatCon (or an
appropriate designee thereof) will meet with C&M or a representative
thereof at SatCon’s headquarters to discuss all information relevant for
disclosure in the Registration Statement covering the Shares and will otherwise




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cooperate
with C&M in conducting an investigation for the purpose of reducing or
eliminating such Investor’s exposure to liability under the Securities Act,
including the reasonable production of information at SatCon’s headquarters;
provided, that SatCon shall not be required to disclose any confidential
information to or meet at its headquarters with C&M until and unless
C&M shall have entered into a confidentiality agreement in form and
substance reasonably satisfactory to SatCon with SatCon with respect thereto.


4.6           Legend; Restrictions on Transfer.  The certificate or certificates for the
Shares (and any securities issued in respect of or exchange for the Shares)
shall be subject to a legend or legends restricting transfer under the
Securities Act and referring to restrictions on transfer herein, such legend to
be substantially as follows:


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN
THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF
THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER OR HYPOTHECATION IS IN
COMPLIANCE THEREWITH.


4.7           Sale of the Shares; Volume
Restrictions.


(a)           C&M expressly agrees that any
sale of Shares pursuant to the Registration Statement or otherwise will be sold
subject to the volume restrictions set forth below and C&M will deliver a
copy of the Prospectus contained in the Registration Statement to the purchaser
or purchasers, directly or through C&M’s broker, in connection with such
sale, in each case in compliance with the requirements of the Securities Act
and Exchange Act applicable to such sale.


(b)           C&M agrees that notwithstanding
anything to the contrary contained herein (i) in any single trading day,
C&M will not sell Shares in excess of ten percent (10%) of the average
reported daily volume in SatCon’s common stock for the four weeks immediately
preceding the sale; and (ii) in any single trading week, C&M will not sell
Shares in excess of ten percent (10%) of the average reported weekly volume in
SatCon’s common stock for the four weeks immediately preceding the sale.  C&M agrees to provide SatCon with written
notice of such Share sales and the proceeds received by C&M on account of
such sales on a weekly basis.


(b)           C&M further agrees that the
Shares will only be sold while the Registration Statement is effective, unless
another exemption from registration is available.  Any sale by C&M of Shares pursuant to the
Registration Statement shall be sold in a manner described under the caption “Plan
of Distribution” in such Registration Statement.  On the basis of, and subject to, compliance
by C&M with the covenants contained in this Section 4.7, upon effectiveness
of the Registration Statement, SatCon shall as soon as practicable (but not later
than five business days after surrender of the legended certificates to SatCon’s
transfer agent and notice of such surrender has been provided) cause
certificates evidencing the Shares previously issued to be replaced with
certificates which do not bear the restrictive legends specified above in
Section 4.6.  C&M acknowledges that
the removal of the restrictive legends from certificates representing Shares as
provided in this Section 4.7 is predicated upon SatCon’s reliance on C&M’s
compliance with its covenants in this Section 4.7.



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5.             Release;
Limitation of Liability.  Effective
upon the Issuance Date, C&M, on its own behalf and on behalf of its agents,
assigns, successors, predecessors, heirs, executors, administrators, and legal
representatives, hereby releases and forever discharges SatCon and its
respective directors, officers, agents, shareholders, employees, independent
contractors, advertising agencies, representatives, assigns, successors,
predecessors, heirs, executors, administrators, related entities (including,
without limitation, any parent, subsidiary and affiliated companies) and legal
representatives, of and from any and all manner of action or actions, claims,
demands, damages, losses, actions, causes of action or suits of whatever kind
or nature, whether known or not known to date hereof, which C&M may have by
reason of any matter, fact, cause or thing of any conceivable kind or character
whatsoever, relating to the Lease except as specifically set forth in this
Agreement.  The parties agree that SatCon’s
total aggregate liability for any breach of Section 3 or 4 of this Agreement
shall be limited to Seven Hundred Seventy-Six Thousand Dollars ($776,000.00)
and any costs incurred by C&M in connection with the collection of such
amount, including reasonable attorneys’ fees, less any rent paid by SatCon to
C&M after February 15, 2007 and prior to the Termination Date.


6.             Miscellaneous.


6.1.          Transfers,
Successors and Assigns.  The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective successors and
assigns of the parties.  Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.


6.2.          Governing
Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts without regard to its principles of
conflicts of laws.


6.3.          Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  This Agreement may also be executed and
delivered by facsimile signature and in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.


6.4.          Titles
and Subtitles. 
The titles and subtitles used in this Agreement are used for convenience
only and are not to be considered in construing or interpreting this Agreement.


6.5.          Notices.  All notices and other communications given or
made pursuant to this Agreement shall be in writing and shall be deemed
effectively given:  (a) upon personal
delivery to the party to be notified, (b) when sent by confirmed electronic
mail or facsimile if sent during normal business hours of the recipient, and if
not so confirmed, then on the next business day, (c) five (5) days after having
been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one (1) day after deposit with a nationally recognized
overnight courier, specifying next day delivery, with written verification of
receipt.  All communications shall be sent
to the respective parties at their address as set forth above, as subsequently
modified by written notice given in accordance with this Section 6.5.


6.6.          Amendments.  Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively), only with
the written consent of the parties.


6.7.          Severability.  The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.



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6.8.          Entire
Agreement. 
This Agreement (including the Exhibits hereto, if any) constitutes the
full and entire understanding and agreement between the parties with respect to
the subject matter hereof.


6.9.          Choice of Forum and Consent to
Jurisdiction.  Any action arising out
of or relating to this Agreement, any other document, instrument or agreement
contemplated herein or delivered pursuant hereto, shall be brought only in a
federal or state court having jurisdiction and venue in Worcester,
Massachusetts, and each of the parties hereto hereby irrevocably submits to the
exclusive jurisdiction of such courts and agrees that venue in the City of
Worcester, Massachusetts is proper.  Each
of the parties hereto hereby irrevocably waives and agrees not to assert, by
way of motion, as a defense, or otherwise, in any legal action or proceeding,
any defense or any claim that it is not personally subject to the jurisdiction
of the above-named courts for any reason, including claims that such party may
be immune from the above-described legal process, or that such proceeding is
brought in an inconvenient or otherwise improper forum or that this Agreement
or any of the other aforementioned documents, instruments or agreements, or the
subject matter hereof or thereof, may not be enforced by such courts.


6.10.        Delays or Omissions.  No delay or omission to exercise any right,
power or remedy accruing to any party under this Agreement, upon any breach or
default of any other party under this Agreement, shall impair any such right,
power or remedy of such non-breaching or non-defaulting party nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent or approval of
any kind or character on the part of any party of any breach or default under
this Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing.


6.11.        Counterparts;
Facsimile Signatures.  This Agreement
may be executed in counterparts, each of which will be deemed an original, and
all of which together constitute one and the same instrument. Facsimile
signatures will be considered original signatures.


[Remainder of Page Intentionally Left Blank]



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IN WITNESS WHEREOF, the
parties have duly executed and delivered this Agreement as of the Effective
Date.


	
  SATCON TECHNOLOGY CORPORATION

  	
   

  	
  PAUL E. HANLON, TRUSTEE OF C&M

  REALTY TRUST

  



 


	
  By

  	
   

  	
  /s/ David E. O’Neil

  	
   

  	
  By

  	
   

  	
  /s/ Paul Hanlon

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Printed

  	
   

  	
  David E. O’Neil

  	
   

  	
  Printed

  	
   

  	
  Paul Hanlon

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  V.P. Finance and Treasurer

  	
   

  	
  Title

  	
   

  	
   

  



 


 



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