Exhibit 10.1


First Amendment to

Securities Purchase Agreement


This First Amendment to
Securities Purchase Agreement (this “Amendment”) is
made this 20th day of December, 2006, among SatCon Technology
Corporation, a Delaware corporation (the “Company”), and
the entities identified on the signature pages hereto.  Such
entities are among the “Purchasers” under the Original Agreement (as defined
below).


                WHEREAS, the Company and the Purchasers are parties
to that certain Securities Purchase Agreement, dated as of July 19, 2006 (the “Original Agreement”), pursuant to which, among other things,
the Purchasers agreed to purchase from the Company, and the Company agreed to
issue and sell to the Purchasers, certain securities of the Company, consisting
of Notes, Warrant A’s and Warrant B’s;


                WHEREAS, pursuant to Section 7.5 of the Original
Agreement, the Original Agreement may be amended by the Company and holders
collectively holding 66% of the aggregate principal amount outstanding under
the Notes;


                WHEREAS, the Purchasers that are executing this
Amendment represent holders collectively holding at least 66% of the aggregate
principal amount outstanding under the Notes; and


                WHEREAS, the parties hereto desire to amend the
Original Agreement to revise the definition of “Excluded Stock” thereunder to
include the Company’s issuance of up to 1.1 million shares of the Company’s
Common Stock in connection with the early termination of the lease for Company’s
facilities in Worcester, MA.


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


1. Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the
Original Agreement.


2. The definition of “Excluded Stock” set forth in the
Original Agreement is hereby deleted in its entirety and the following is
hereby inserted in its place:


                “Excluded Stock” means the issuance of (A)
Common Stock upon exercise or conversion of any options or other securities described
in Schedule 3.1(g) (provided that such exercise or conversion occurs in
accordance with the terms thereof, without amendment or modification, and that
the applicable exercise or conversion price or ratio is described in such
schedule), including payments of dividends on the Company’ outstanding shares
of Series B Convertible Preferred Stock in the form of Common Stock; (B) Common
Stock or Common Stock Equivalents in connection with any issuance of shares or
grant of options to employees, officers, directors or 









 



consultants of the Company pursuant to any stock option plan or
employee benefit plan described in Schedule 3.1(g) or hereafter adopted
or amended by the Company and approved by its shareholders or in respect of the
issuance of Common Stock upon exercise of any such options; (C) Common Stock or
Common Stock Equivalents upon exercise, conversion or redemption of the
Securities, or as payment of principal or interest on the Notes, or upon
exercise of warrants issued to the placement agent in connection with the
placement of the Securities; (D) securities issued as a result of any stock
split, stock dividend, reclassification, reorganization or similar event with
respect to the Common Stock; (E) Common Stock or Common Stock Equivalents in
connection with a merger, consolidation and/or acquisition of an entity,
business or assets (not primarily for the purpose of obtaining cash); (F)
Common Stock or Common Stock Equivalents pursuant to a bona fide firm
commitment underwritten public offering 
with a nationally recognized underwriter (excluding any equity lines) in
an aggregate offering amount greater than $20,000,000; (G) Common Stock or
Common Stock Equivalents in connection with a bona fide joint venture,
strategic partnership or strategic alliance the primary purpose of which is not
to raise cash; and (H) up to 1.1 million shares of Common Stock to be issued no
later than January 19, 2007 that will be used as full payment in connection
with the early termination of the Company’ lease for the Company’s facilities
located in Worcester, MA.


3. The Company agrees that the “Expiration Date” for
each Warrant B held by the Purchasers is hereby extended to August 31, 2007.


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


5. This Amendment may
be executed in any number of counterparts, each of which when so executed shall
be deemed to be an original and, all of which taken together shall constitute
one and the same Amendment.  In the event
that any signature is delivered by facsimile transmission, such signature shall
create a valid binding obligation of the party executing (or on whose behalf
such signature is executed) the same with the same force and effect as if such
facsimile signature were the original thereof.


****************



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IN WITNESS WHEREOF, the parties hereto have executed
this Amendment the day and year first above written.


	
  

  	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David E.
  O’Neil

  
	
   

  	
  Name: David E.
  O’Neil

  
	
   

  	
  Title: VP of
  Finance and Treasurer

  



 


[SIGNATURE PAGE OF INVESTORS FOLLOWS]



 3
 






 



 


[SIGNATURE PAGES
OF INVESTORS TO AMENDMENT]


	
  IROQUOIS MASTER FUND, LTD.

  
	
   

  
	
  By: 

  	
  /s/ Joshua
  Silverman

  	
   

  
	
  Name: 

  	
  Joshua Silverman

  
	
  Title: 

  	
  Authorized
  Signatory

  
	
   

  	
   

  
	
  Note Principal
  Amount: $2,500,000

  



 


 


	
  ROCKMORE INVESTMENT MASTER
  FUND LTD

  
	
   

  
	
  By: 

  	
   

  	
   

  
	
  Name: 

  	
   

  
	
  Title: 

  	
   

  
	
   

  	
   

  
	
  Note Principal
  Amount: $1,500,000

  



 


	
  HIGHBRIDGE INTERNATIONAL LLC

  
	
   

  
	
  By: 

  	
  Highbridge
  Capital Management, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Adam J.
  Chill

  	
   

  
	
  Name: 

  	
  Adam J. Chill

  
	
  Title: 

  	
  Managing
  Director

  
	
   

  	
   

  
	
  Note Principal
  Amount: $1,000,000

  



 



 4
 






 



 


	
  NITE CAPITAL LP

  
	
   

  
	
  By: 

  	
  /s/ Keith A.
  Goodman

  	
   

  
	
  Name: 

  	
  Keith A. Goodman

  
	
  Title: 

  	
  Manager of the
  General Partner

  
	
   

  	
   

  
	
  Note Principal
  Amount: $600,000

  



 


	
  RHP MASTER FUND, LTD

  
	
   

  
	
  By: 

  	
  Rock Hill
  Investment Management, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  RHP General
  Partner, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Keith
  Marlowe

  	
   

  
	
  Name: 

  	
  Keith Marlowe

  
	
  Title: 

  	
  Director

  
	
   

  	
   

  
	
  Note Principal
  Amount: $1,000,000

  



 


	
  BRISTOL INVESTMENT FUND,
  LTD.

  
	
   

  
	
  By: 

  	
   

  	
   

  
	
  Name: 

  	
   

  
	
  Title: 

  	
   

  
	
   

  	
   

  
	
  Note Principal
  Amount: $650,000

  



 



 5
 






 



 


	
  HUDSON BAY FUND, LP

  
	
   

  
	
  By: 

  	
  /s/ Yoav Roth

  	
   

  
	
  Name: 

  	
  Yoav Roth

  
	
  Title: 

  	
  Principal and
  Portfolio Manager

  
	
   

  	
   

  
	
  Note Principal
  Amount: $800,000

  



 


	
  HUDSON BAY OVERSEAS FUND,
  LTD

  
	
   

  
	
  By: 

  	
  /s/ Yoav Roth

  	
   

  
	
  Name: 

  	
  Yoav Roth

  
	
  Title: 

  	
  Principal and
  Portfolio Manager

  
	
   

  	
   

  
	
  Note Principal
  Amount: $200,000

  



 


	
  CAPITAL VENTURES
  INTERNATIONAL

  
	
   

  
	
  By: 

  	
  Heights Capital
  Management, Inc., its authorized agent

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Sam Winer

  	
   

  
	
  Name: 

  	
  Sam Winer

  
	
  Title: 

  	
  Investment
  Manager

  
	
   

  	
   

  
	
  Note Principal
  Amount: $2,100,000

  



 



 6
 






 



 


	
  ENABLE GROWTH PARTNERS LP

  
	
   

  
	
  By: 

  	
  /s/ Adam Epstein

  	
   

  
	
  Name: 

  	
  Adam Epstein

  
	
  Title: 

  	
  Principal

  
	
   

  	
   

  
	
  Note Principal
  Amount: $750,000

  



 


	
  ENABLE OPPORTUNITY PARTNERS
  LP

  
	
   

  
	
  By: 

  	
  /s/ Adam Epstein

  	
   

  
	
  Name: 

  	
  Adam Epstein

  
	
  Title: 

  	
  Principal

  
	
   

  	
   

  
	
  Note Principal
  Amount: $150,000

  



 


	
  PIERCE DIVERSIFIED STRATEGY
  MASTER FUND LLC, ENA

  
	
   

  
	
  By: 

  	
  /s/ Adam Epstein

  	
   

  
	
  Name: 

  	
  Adam Epstein

  
	
  Title: 

  	
  Principal

  
	
   

  	
   

  
	
  Note Principal
  Amount: $100,000

  



 



 7
 






 



 


	
  ALPHA CAPITAL ANSTALT

  
	
   

  
	
  By: 

  	
   

  	
   

  
	
  Name: 

  	
   

  
	
  Title: 

  	
   

  
	
   

  	
   

  
	
  Note Principal
  Amount: $650,000

  



 



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