<PAGE>
 
                                                                   Exhibit 10.14
                                                                   -------------

                          SCHEDULE OF MATERIAL TERMS
                          --------------------------


<TABLE>
<CAPTION>
-------------------------------------------------------------------------
Name                Warrant Number    Date of Issuance   Number of Shares
----------------   ----------------   ----------------   ----------------
-------------------------------------------------------------------------
<S>                <C>                <C>                <C>
Dan Purjes                 1            June 5, 1998               31,921
-------------------------------------------------------------------------
Matthew Balk               2            June 5, 1998                7,186
-------------------------------------------------------------------------
Lawrence Rice              3            June 5, 1998                6,718
-------------------------------------------------------------------------
Estate of                  4            June 5, 1998                5,708
Peter Scheib
-------------------------------------------------------------------------
Charles Rodin              5            June 5, 1998                4,760
-------------------------------------------------------------------------
Averell Satloff            6            June 5, 1998                4,136
-------------------------------------------------------------------------
Michael Loew               7            June 5, 1998                1,668
-------------------------------------------------------------------------
Frank Garriton             8            June 5, 1998                1,537
-------------------------------------------------------------------------
Paul Fitzgerald            9            June 5, 1998                  214
-------------------------------------------------------------------------
</TABLE>


          THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
                  EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
                TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT
-------------------------------------------------------------------------


Warrant No. _____                        Number of Shares:  _________
                                         (subject to adjustment)
Date of Issuance: June 5, 1998


                         SATCON TECHNOLOGY CORPORATION
                         -----------------------------

                         Common Stock Purchase Warrant
                         -----------------------------

                        (Void after November 11, 1999)


     SatCon Technology Corporation, a Delaware corporation (the "Company"), for
value received, hereby certifies that ___________________, or his registered
assigns
<PAGE>
 
(the "Registered Holder"), is entitled, subject to the terms set forth below, to
purchase from the Company, at any time or from time to time on or after the date
of issuance and on or before November 11, 1999 at not later than 5:00 p.m.
(Boston, Massachusetts time), _______ shares of Common Stock, $.01 par value per
share, of the Company, at a purchase price of $11.43 per share. The shares
purchasable upon exercise of this Warrant, and the purchase price per share,
each as adjusted from time to time pursuant to the provisions of this Warrant,
are hereinafter referred to as the "Warrant Shares" and the "Purchase Price,"
respectively.

    1.    Exercise.
          -------- 

          (a) This Warrant may be exercised by the Registered Holder, in whole
or in part, by surrendering this Warrant, with the purchase form appended hereto
as Exhibit I duly executed by such Registered Holder or by such Registered
   ---------                                                              
Holder's duly authorized attorney, at the principal office of the Company, or at
such other office or agency as the Company may designate, accompanied by payment
in full, in lawful money of the United States, of the Purchase Price payable in
respect of the number of Warrant Shares purchased upon such exercise.
 
          (b) Each exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the day on which this
Warrant shall have been surrendered to the Company as provided in subsection
1(a) above. At such time, the person or persons in whose name or names any
certificates for Warrant Shares shall be issuable upon such exercise as provided
in subsection 1(c) below shall be deemed to have become the holder or holders of
record of the Warrant Shares represented by such certificates.

          (c) As soon as practicable after the exercise of this Warrant in full
or in part, and in any event within 10 days thereafter, the Company, at its
expense, will cause to be issued in the name of, and delivered to, the
Registered Holder, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct:

              (i) a certificate or certificates for the number of full Warrant
Shares to which such Registered Holder shall be entitled upon such exercise
plus, in lieu of any fractional share to which such Registered Holder would
otherwise be entitled, cash in an amount determined pursuant to Section 3
hereof; and

              (ii) in case such exercise is in part only, a new warrant or
warrants (dated the date hereof) of like tenor, calling in the aggregate on the
face or faces thereof for the number of Warrant Shares equal (without giving
effect to any adjustment therein) to the number of such shares called for on the
face of this Warrant minus the number of such shares purchased by the Registered
Holder upon such exercise.

                                      -2-
<PAGE>
 
     2.   Adjustments.
          ----------- 

          (a) General.  The Purchase Price shall be subject to adjustment from
              -------                                                         
time to time pursuant to the terms of this Section 2.

          (b) Diluting Issuances.
              ------------------ 

              (i) Special Definitions.  For purposes of this subsection 2(b),
                  -------------------                                        
the following definitions shall apply:

                  (A) "Option" shall mean rights, options or warrants to
                       ------
subscribe for, purchase or otherwise acquire Common Stock or Convertible
Securities, excluding options described in clause (III) of subsection 2(b)(i)(D)
below.

                  (B) "Original Issue Date" shall mean the date on which this
                       -------------------                                   
Warrant was first issued.

                  (C) "Convertible Securities" shall mean any evidences of
                       ----------------------
indebtedness, shares or other securities directly or indirectly convertible into
or exchangeable for Common Stock.

                  (D) "Additional Shares of Common Stock" shall mean all shares
                       ---------------------------------
of Common Stock issued (or, pursuant to subsection 2(b)(iii) below, deemed to be
issued) by the Company after the Original Issue Date, other than shares of
Common Stock issued or issuable:

                      (I) upon conversion of shares of Preferred Stock
     outstanding on the Original Issue Date;

                      (II) by reason of a dividend, stock split, split-up or
     other distribution on shares of Common Stock that are excluded from the
     definition of Additional Shares of Common Stock by the foregoing clause (I)
     or this clause (II); or

                      (III) to employees or directors of, or consultants
     to, the Company pursuant to a plan adopted by the Board of Directors of the
     Company.

             (ii) No Adjustment of Purchase Price.  No adjustments to the
                  -------------------------------                        
Purchase price shall be made unless the consideration per share (determined
pursuant to subsection 2(b)(v)) for an Additional Share of Common Stock issued
or deemed to be issued by the Company is less than the Purchase Price in effect
on the date of, and immediately prior to, the issue of such Additional Shares.

                                      -3-
<PAGE>
 
          (iii)   Issue of Securities Deemed Issue of Additional Shares of
                  --------------------------------------------------------
Common Stock.  If the Company at any time or from time to time after the
------------                                                            
Original Issue Date shall issue any Options or Convertible Securities or shall
fix a record date for the determination of holders of any class of securities
entitled to receive any such Options or Convertible Securities, then the maximum
number of shares of Common Stock (as set forth in the instrument relating
thereto without regard to any provision contained therein for a subsequent
adjustment of such number) issuable upon the exercise of such Options or, in the
case of Convertible Securities and Options therefor, the conversion or exchange
of such Convertible Securities, shall be deemed to be Additional Shares of
Common Stock issued as of the time of such issue or, in case such a record date
shall have been fixed, as of the close of business on such record date, provided
that Additional Shares of Common Stock shall not be deemed to have been issued
unless the consideration per share (determined pursuant to subsection 2(b)(v)
hereof) of such Additional Shares of Common Stock would be less than the
Purchase Price in effect on the date of and immediately prior to such issue, or
such record date, as the case may be, and provided further that in any such case
in which Additional Shares of Common Stock are deemed to be issued:

                  (A) No further adjustment in the Purchase Price shall be made
upon the subsequent issue of Convertible Securities or shares of Common Stock
upon the exercise of such Options or conversion or exchange of such Convertible
Securities;

                  (B) If such Options or Convertible Securities by their terms
provide, with the passage of time or otherwise, for any increase in the
consideration payable to the Company, upon the exercise, conversion or exchange
thereof, the Purchase Price computed upon the original issue thereof (or upon
the occurrence of a record date with respect thereto), and any subsequent
adjustments based thereon, shall, upon any such increase becoming effective, be
recomputed to reflect such increase insofar as it affects such Options or the
rights of conversion or exchange under such Convertible Securities;

                  (C) Upon the expiration or termination of any unexercised
Option, the Purchase Price shall not be readjusted, but the Additional Shares of
Common Stock deemed issued as the result of the original issue of such Option
shall not be deemed issued for the purposes of any subsequent adjustment of the
Purchase Price;

                  (D) In the event of any change in the number of shares of
Common Stock issuable upon the exercise, conversion or exchange of any Option or
Convertible Security, including, but not limited to, a change resulting from the
anti-dilution provisions thereof, the Purchase Price then in effect shall
forthwith be readjusted to such Purchase Price as would have obtained had the
adjustment which

                                      -4-
<PAGE>
 
was made upon the issuance of such Option or Convertible Security not exercised
or converted prior to such change been made upon the basis of such change; and

                  (E) No readjustment pursuant to Clause (B) or (D) above shall
have the effect of increasing the Purchase Price to an amount which exceeds the
lower of (i) the Purchase Price on the original adjustment date, or (ii) the
Purchase Price that would have resulted from any issuances of Additional Shares
of Common Stock between the original adjustment date and such readjustment date.

             (iv) Adjustment of Purchase Price Upon Issuance of Additional
                  --------------------------------------------------------
Shares of Common Stock.  In the event the Company shall at any time after the
----------------------                                                       
Original Issue Date issue Additional Shares of Common Stock (including
Additional Shares of Common Stock deemed to be issued pursuant to subsection
2(b)(iii), but excluding shares issued as a dividend or distribution or upon a
stock split or combination as provided in subsection 2(c)), without
consideration or for a consideration per share less than the Purchase Price in
effect on the date of and immediately prior to such issue, then and in such
event, such Purchase Price shall be reduced, concurrently with such issue, to a
price (calculated to the nearest cent) determined by dividing (A) the sum of (1)
the total number of shares of Common Stock outstanding immediately prior to such
issue, multiplied by the Purchase Price in effect immediately prior to such
issue, and (2) the consideration, if any, received by the Company upon such
sale, issuance, subdivision or combination by (B) the total number of shares of
Common Stock outstanding immediately after such issue; provided that, (i) for
                                                       -------------         
the purpose of this subsection 2(b)(iv), all shares of Common Stock issuable
upon exercise or conversion of Options or Convertible Securities outstanding
immediately prior to such issue shall be deemed to be outstanding (other than
shares excluded from the definition of "Additional Shares of Common Stock" by
virtue of clause (III) of subsection 2(b)(i)(D)), and (ii) the number of shares
of Common Stock deemed issuable upon conversion of such outstanding Options and
Convertible Securities shall not give effect to any adjustments to the
conversion price or conversion rate of such Options or Convertible Securities
resulting from the issuance of Additional Shares of Common Stock that is the
subject of this calculation.

          Notwithstanding the foregoing, the applicable Purchase Price shall not
be so reduced at such time if the amount of such reduction would be an amount
less than $.05, but any such amount shall be carried forward and reduction with
respect thereto made at the time of and together with any subsequent reduction
which, together with such amount and any other amount or amounts so carried
forward, shall aggregate $.05 or more.

              (v) Determination of Consideration. For purposes of this
                  ------------------------------
subsection 2(b), the consideration received by the Company for the issue of any
Additional Shares of Common Stock shall be computed as follows:

                                      -5-
<PAGE>
 
                  (A) Cash and Property:  Such consideration shall:
                      -----------------                            

                      (I) insofar as it consists of cash, be computed at the
aggregate of cash received by the Company, excluding amounts paid or payable for
accrued interest or accrued dividends;

                      (II) insofar as it consists of property other than cash,
be computed at the fair market value thereof at the time of such issue, as
determined in good faith by the Board of Directors; and

                      (III) in the event Additional Shares of Common Stock are
issued together with other shares or securities or other assets of the Company
for consideration which covers both, be the proportion of such consideration so
received, computed as provided in clauses (I) and (II) above, as determined in
good faith by the Board of Directors.

                  (B) Options and Convertible Securities. The consideration per
share received by the Company for Additional Shares of Common Stock deemed to
have been issued pursuant to subsection 2(b)(iii), relating to Options and
Convertible Securities, shall be determined by dividing

                      (x) the total amount, if any, received or receivable by
the Company as consideration for the issue of such Options or Convertible
Securities, plus the minimum aggregate amount of additional consideration (as
set forth in the instruments relating thereto, without regard to any provision
contained therein for a subsequent adjustment of such consideration) payable to
the Company upon the exercise of such Options or the conversion or exchange of
such Convertible Securities, or in the case of Options for Convertible
Securities, the exercise of such Options for Convertible Securities and the
conversion or exchange of such Convertible Securities, by

                      (y) the maximum number of shares of Common Stock (as set
forth in the instruments relating thereto, without regard to any provision
contained therein for a subsequent adjustment of such number) issuable upon the
exercise of such Options or the conversion or exchange of such Convertible
Securities.

             (vi) Multiple Closing Dates.  In the event the Company shall
                  ----------------------                                 
issue on more than one date Additional Shares of Common Stock which are
comprised of shares of the same series or class of Preferred Stock, and such
issuance dates occur within a period of no more than 120 days, then the Purchase
Price shall be adjusted only once on account of such issuances, with such
adjustment to occur upon the final such issuance and to give effect to all such
issuances as if they occurred on the date of the final such issuance.

                                      -6-
<PAGE>
 
          (c) Recapitalizations.  If outstanding shares of the Company's Common
              -----------------                                                
Stock shall be subdivided into a greater number of shares or a dividend in
Common Stock shall be paid in respect of Common Stock, the Purchase Price in
effect immediately prior to such subdivision or at the record date of such
dividend shall simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend be proportionately reduced.
If outstanding shares of Common Stock shall be combined into a smaller number of
shares, the Purchase Price in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased.

          (d) Mergers, etc.  If there shall occur any capital reorganization or
              ------------                                                     
reclassification of the Company's Common Stock (other than a change in par value
or a subdivision or combination as provided for in subsection 2(c) above), or
any consolidation or merger of the Company with or into another corporation, or
a transfer of all or substantially all of the assets of the Company, then, as
part of any such reorganization, reclassification, consolidation, merger or
sale, as the case may be, lawful provision shall be made so that the Registered
Holder of this Warrant shall have the right thereafter to receive upon the
exercise hereof the kind and amount of shares of stock or other securities or
property which such Registered Holder would have been entitled to receive if,
immediately prior to any such reorganization, reclassification, consolidation,
merger or sale, as the case may be, such Registered Holder had held the number
of shares of Common Stock which were then purchasable upon the exercise of this
Warrant.  In any such case, appropriate adjustment (as reasonably determined in
good faith by the Board of Directors of the Company) shall be made in the
application of the provisions set forth herein with respect to the rights and
interests thereafter of the Registered Holder of this Warrant, such that the
provisions set forth in this Section 2 (including provisions with respect to
adjustment of the Purchase Price) shall thereafter be applicable, as nearly as
is reasonably practicable, in relation to any shares of stock or other
securities or property thereafter deliverable upon the exercise of this Warrant.

          (e) Adjustment in Number of Warrant Shares.  When any adjustment is
              --------------------------------------                         
required to be made in the Purchase Price, the number of Warrant Shares
purchasable upon the exercise of this Warrant shall be changed to the number
determined by dividing (i) an amount equal to the number of shares issuable upon
the exercise of this Warrant immediately prior to such adjustment, multiplied by
the Purchase Price in effect immediately prior to such adjustment, by (ii) the
Purchase Price in effect immediately after such adjustment.

          (f) Certificate of Adjustment.  When any adjustment is required to be
              -------------------------                                        
made pursuant to this Section 2, the Company shall promptly mail to the
Registered Holder a certificate setting forth the Purchase Price after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment.  Such certificate shall

                                      -7-
<PAGE>
 
also set forth the kind and amount of stock or other securities or property into
which this Warrant shall be exercisable following such adjustment.

     3.   Fractional Shares.  The Company shall not be required upon the
          -----------------                                             
exercise of this Warrant to issue any fractional shares, but shall make an
adjustment therefor in cash.

     4.   Requirements for Transfer.
          ------------------------- 

          (a) This Warrant and the Warrant Shares shall not be sold or
transferred unless either (i) they first shall have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or (ii) the Company
first shall have been furnished with an opinion of legal counsel, reasonably
satisfactory to the Company, to the effect that such sale or transfer is exempt
from the registration requirements of the Securities Act.

          (b) Notwithstanding the foregoing, no registration or opinion of
counsel shall be required for (i) a transfer by a Registered Holder which is a
partnership to a partner of such partnership or a retired partner of such
partnership who retires after the date hereof, or to the estate of any such
partner or retired partner, if the transferee agrees in writing to be subject to
the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144
under the Securities Act.

          (c) Each certificate representing Warrant Shares shall bear a legend
substantially in the following form:

          "The securities represented by this certificate have not been
          registered under the Securities Act of 1933, as amended, and may not
          be offered, sold or otherwise transferred, pledged or hypothecated
          unless and until such securities are registered under such Act or an
          opinion of counsel satisfactory to the Company is obtained to the
          effect that such registration is not required."

The foregoing legend shall be removed from the certificates representing any
Warrant Shares, at the request of the holder thereof, at such time as they
become eligible for resale pursuant to Rule 144(k) under the Securities Act.

     5.   No Impairment.  The Company will not, by amendment of its charter or
          -------------                                                       
through reorganization, consolidation, merger, dissolution, sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all such action as
may be necessary or appropriate in order to protect the rights of the holder of
this Warrant against impairment.

                                      -8-
<PAGE>
 
     6.   Liquidating Dividends.  If the Company pays a dividend or makes a
          ---------------------                                            
distribution on the Common Stock payable otherwise than in cash out of earnings
or earned surplus (determined in accordance with generally accepted accounting
principles) except for a stock dividend payable in shares of Common Stock (a
"Liquidating Dividend"), then the Company will pay or distribute to the
Registered Holder of this Warrant, upon the exercise hereof, in addition to the
Warrant Shares purchased upon such exercise, the Liquidating Dividend which
would have been paid to such Registered Holder if he had been the owner of
record of such Warrant Shares immediately prior to the date on which a record is
taken for such Liquidating Dividend or, if no record is taken, the date as of
which the record holders of Common Stock entitled to such dividends or
distribution are to be determined.

     7.   Notices of Record Date, etc.  In case:
          ---------------------------           

          (a) the Company shall take a record of the holders of its Common Stock
(or other stock or securities at the time deliverable upon the exercise of this
Warrant) for the purpose of entitling or enabling them to receive any dividend
or other distribution, or to receive any right to subscribe for or purchase any
shares of stock of any class or any other securities, or to receive any other
right; or

          (b) of any capital reorganization of the Company, any reclassification
of the capital stock of the Company, any consolidation or merger of the Company
with or into another corporation (other than a consolidation or merger in which
the Company is the surviving entity), or any transfer of all or substantially
all of the assets of the Company; or

          (c) of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company, then, and in each such case, the Company will mail or
cause to be mailed to the Registered Holder of this Warrant a notice specifying,
as the case may be, (i) the date on which a record is to be taken for the
purpose of such dividend, distribution or right, and stating the amount and
character of such dividend, distribution or right, or (ii) the effective date on
which such reorganization, reclassification, consolidation, merger, transfer,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock (or such other
stock or securities at the time deliverable upon the exercise of this Warrant)
shall be entitled to exchange their shares of Common Stock (or such other stock
or securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up.  Such notice shall be mailed at least ten (10) days
prior to the record date or effective date for the event specified in such
notice.

     8.   Reservation of Stock.  The Company will at all times reserve and keep
          --------------------                                                 
available, solely for issuance and delivery upon the exercise of this Warrant,
such number of Warrant Shares and other stock, securities and property, as from
time to

                                      -9-
<PAGE>
 
time shall be issuable upon the exercise of this Warrant. The Company agrees
that, upon the exercise of this Warrant and payment of the Purchase Price
therefor, the Warrant Shares shall not be subject to the preemptive rights of
any stockholder of the Company.

     9.   Exchange of Warrants.  Upon the surrender by the Registered Holder of
          --------------------                                                 
any Warrant or Warrants, properly endorsed, to the Company at the principal
office of the Company, the Company will, subject to the provisions of Section 4
hereof, issue and deliver to or upon the order of such Registered Holder, at the
Registered Holder's expense, a new Warrant or Warrants of like tenor, in the
name of such Registered Holder or as such Registered Holder (upon payment by
such Registered Holder of any applicable transfer taxes) may direct, calling in
the aggregate on the face or faces thereof for the number of shares of Common
Stock called for on the face or faces of the Warrant or Warrants so surrendered.

     10.  Replacement of Warrants.  Upon receipt of evidence reasonably
          -----------------------                                      
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.

     11.  Transfers, etc.
          -------------- 

          (a) The Company will maintain a register containing the names and
addresses of the Registered Holders of this Warrant.  Any Registered Holder may
change its or his address as shown on the warrant register by written notice to
the Company requesting such change.

          (b) Subject to the provisions of Section 4 hereof, this Warrant and
all rights hereunder are transferable, in whole or in part, upon surrender of
this Warrant with a properly executed assignment (in the form of Exhibit II
                                                                 ----------
hereto) at the principal office of the Company.

          (c) Until any transfer of this Warrant is made in the warrant
register, the Company may treat the Registered Holder of this Warrant as the
absolute owner hereof for all purposes; provided, however, that if and when this
                                        --------  -------                       
Warrant is properly assigned in blank, the Company may (but shall not be
obligated to) treat the bearer hereof as the absolute owner hereof for all
purposes, notwithstanding any notice to the contrary.

                                      -10-
<PAGE>
 
     12.  Registration Rights
          -------------------

          (a) At any time commencing on the date of this Warrant, the Registered
Holders representing a Majority (as hereinafter defined) of Warrant Shares shall
have the right, exercisable by written notice to the Company, to require the
Company to use its best efforts to prepare and file with the Securities and
Exchange Commission (the "Commission"), on one occasion only and at the expense
of the Company, a registration statement on Form S-3 and such other documents,
including a prospectus, as may be necessary in the opinion of both counsel for
the Company and counsel for the Registered Holders, in order to comply with the
provisions of the Securities Act (hereinafter, a "Demand Registration
Statement"), so as to permit a non-underwritten public offering and sale of
their Warrant Shares for 90 days by any such Registered Holders and any other
Registered Holders who notify the Company of their decision to join therein
within 10 days after receiving notice from the Company pursuant to Section 12(b)
below.

          (b) The Company covenants and agrees to give written notice of any
registration request under this Section 12 to all Registered Holders within 10
days from the date of the receipt of any such registration request.

          (c) Notwithstanding the provisions of Section 12, the Company may by
written notice to the Registered Holders (x) delay filing a Demand Registration
Statement requested by a Registered Holder (a "Delayed Demand Registration
Statement") or (y) require that the Registered Holders immediately cease sales
of shares under any effective Registration Statement ("Suspended Registration
Statement"), in any period during which the Company is engaged in (i) a
registered public offering of the Company, or (ii) any activity or transaction
or preparations or negotiations for any activity or transaction ("Company
Activity") that the Company desires to keep confidential for business reasons,
if the Company determines in good faith that the public disclosure requirements
imposed on the Company under the Securities Act in connection with any such
Registration Statement would require disclosure of the Company Activity;
provided, that, (i) in the aggregate, all such delays of filing a Delayed Demand
Registration Statement and/or cessations of sales under Suspended Registration
Statements shall not exceed 150 days in any 12-month period and (ii) the Company
shall cause any Suspended Registration Statement to remain effective for one
additional day for each day, or any portion of a day, that the Registered
Holders were required to cease sales of shares thereunder.

          (d) If the Company requires the Registered Holders to cease sales of
shares pursuant to Section 12(c) above, the Company shall, as promptly as
practicable following the termination of the circumstance which entitled the
Company to do so, give written notice to the Registered Holders that such
circumstance has terminated and that they may resume sales pursuant to the
Suspended Registration Statement.  If

                                      -11-
<PAGE>
 
the prospectus included in such Suspended Registration Statement has been
amended to comply with the requirement of the Securities Act, the Company shall
enclose such revised prospectus with the notice to the Registered Holders given
pursuant to this Section 12(d), and the Registered Holders shall make no offers
or sales of shares pursuant to such Suspended Registration Statement other than
by means of such revised prospectus.

          (e) Whenever the Company proposes to file a Registration Statement
(other than a Demand Registration Statement and a Registration Statement
covering shares to be sold solely for the account of other holders of securities
of the Company who are entitled, by contract with the Company, to have
securities included in such a registration ("Other Holders")) at any time and
from time to time, it will, prior to such filing, give written notice to the
Registered Holders of its intention to do so; provided, that no such notice need
be given if no Warrant Shares are to be included therein as a result of a
determination of the managing underwriter  pursuant to Section 12(f).  Upon the
written request of a Registered Holder or Registered Holders given within 20
days after the Company provides such notice (which request shall state the
intended method of disposition of the Warrant Shares), the Company shall use its
best efforts to cause all Warrant Shares which the Company has been requested by
such Registered Holder or Registered Holders to register to be registered under
the Securities Act to the extent necessary to permit their sale or other
disposition in accordance with the intended methods of distribution specified in
the request of such Registered Holder or Registered Holders; provided that the
Company shall have the right to postpone or withdraw any registration effected
pursuant to this Section 12(e) without obligation to any Registered Holder.

          (f) If the registration for which the Company gives notice pursuant to
Section 12(e) is a registered public offering involving an underwriting, the
Company shall so advise the Registered Holders as a part of the written notice
given pursuant to Section 12(e).  In such event, the right of any Registered
Holder to include its Warrant Shares in such registration pursuant to Section 12
shall be conditioned upon such Registered Holder's participation in such
underwriting on the terms set forth herein.  All Registered Holders proposing to
distribute their securities through such underwriting shall (together with the
Company, Other Holders, and any officers or directors distributing their
securities through such underwriting) enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for the
underwriting by the Company.  Notwithstanding any other provision of this
Section 12, if the managing underwriter determines that the inclusion of all
shares requested to be registered would adversely affect the offering, the
Company may limit the number of Warrant Shares to be included in the
registration and underwriting.  The Company shall so advise all Registered
Holders requesting registration, and the number of shares that are entitled to
be included in the registration and underwriting shall be allocated in the
following manner.  The securities of the Company held by officers and directors
of the Company (other than

                                      -12-
<PAGE>
 
Warrant Shares) shall be excluded from such registration and underwriting to the
extent deemed advisable by the managing underwriter, and, if a further
limitation on the number of shares is required, the number of shares that may be
included in such registration and underwriting shall be allocated among all
Registered Holders and Other Holders requesting registration in proportion, as
nearly as practicable, to the respective number of shares of Common Stock which
they held at the time the Company gives the notice specified in Section 12(e).
If any Registered Holder or Other Holder would thus be entitled to include more
securities than such holder requested to be registered, the excess shall be
allocated among other requesting Registered Holders and Other Holders pro rata
in the manner described in the preceding sentence. If any Registered Holder or
any officer, director or Other Holder disapproves of the terms of any such
underwriting, such person may elect to withdraw therefrom by written notice to
the Company, and any Warrant Shares or other securities excluded or withdrawn
from such underwriting shall be withdrawn from such registration.

          (g) Notwithstanding the foregoing, the Company shall not be required,
pursuant to this Section 12, to include any Warrant Shares in a Registration
Statement if such Warrant Shares can then be sold pursuant to Rule 144(k) under
the Securities Act and represent less than 1% of the then outstanding shares of
Common Stock.

          (h) For purposes of this Warrant, the term "Majority" in reference to
the Registered Holders of Warrant Shares shall mean the Registered Holders of
Warrant Shares who, assuming the immediate exercise of all of the outstanding
Warrants for Common Stock, would hold in excess of fifty-one percent (51%) of
the Common Stock then issued or issuable pursuant to Warrants that (i) are not
held by the Company, an affiliate or officer thereof or any of their respective
affiliates, members of their family or persons acting as their nominees or in
conjunction therewith or (ii) have not been resold to the public pursuant to a
registration statement filed with the Commission under the Securities Act.

     13.  Mailing of Notices, etc.  All notices and other communications from
          -----------------------                                            
the Company to the Registered Holder of this Warrant shall be mailed by first-
class certified or registered mail, postage prepaid, to the address furnished to
the Company in writing by the last Registered Holder of this Warrant who shall
have furnished an address to the Company in writing.  All notices and other
communications from the Registered Holder of this Warrant or in connection
herewith to the Company shall be mailed by first-class certified or registered
mail, postage prepaid, to the Company at its principal office set forth below.
If the Company should at any time change the location of its principal office to
a place other than as set forth below, it shall give prompt written notice to
the Registered Holder of this Warrant and thereafter all references in this
Warrant to the location of its principal office at the particular time shall be
as so specified in such notice.

                                      -13-
<PAGE>
 
     14.  No Rights as Stockholder.  Until the exercise of this Warrant, the
          ------------------------                                          
Registered Holder of this Warrant shall not have or exercise any rights by
virtue hereof as a stockholder of the Company.

     15.  Change or Waiver.  This Warrant is one of a series of Warrants issued
          ----------------                                                     
and to be issued by the Company in replacement of certain $11.55 common stock
purchase warrants issued by the Company to Josephthal Lyon & Ross Incorporated
("Josephthal") (and subsequently assigned by Josephthal to the Registered
Holders) in connection with the company's initial public offering of securities
in November 1992 (collectively, the "Company Warrants").  Any term of this
Warrant may be amended or waived upon the written consent of the Company and the
holders of Company Warrants representing at least a Majority of the Registered
Holders of the Warrant Shares; provided that any such amendment or waiver must
                               --------                                       
apply to all Company Warrants then outstanding; and provided further that the
                                                    -------- -------         
number of Warrant Shares subject to this Warrant and the Purchase Price of this
Warrant may not be amended, and the right to exercise this Warrant may not be
waived, without the written consent of the holder of this Warrant (it being
agreed that an amendment to or waiver under any of the provisions of Section 2
of this Warrant shall not be considered an amendment of the number of Warrant
Shares or the Purchase Price).

     16.  Headings.  The headings in this Warrant are for purposes of reference
          --------                                                             
only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.

     17.  Governing Law.  This Warrant will be governed by and construed in
          -------------                                                    
accordance with the laws of The Commonwealth of Massachusetts.

     18.  Integration.  This Warrant embodies the entire agreement and
          -----------                                                 
understanding between the parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof.



                              SATCON TECHNOLOGY CORPORATION



                              By:  /s/   David B. Eisenhaure
                                 --------------------------------

                              Name:      David B. Eisenhaure
                                   ------------------------------

                              Title:     President
                                    -----------------------------

                                     -14-

<PAGE>
 
                                                                       EXHIBIT I
                                                                       ---------


                                 PURCHASE FORM
                                 -------------


To: SatCon Technology Corporation                           Dated:______________


     The undersigned, pursuant to the provisions set forth in the attached
Warrant (No. ____), hereby irrevocably elects to purchase _____ shares of the
Common Stock covered by such Warrant.  The undersigned herewith makes payment of
$____________ in cash, representing the full purchase price for such shares at
the price per share provided for in such Warrant.



                              Signature:__________________________

                              Name:_______________________________

                              Address:____________________________

                                      ____________________________

<PAGE>
 
                                                                      EXHIBIT II
                                                                      ----------


                                ASSIGNMENT FORM
                                ---------------


     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers all
of the rights of the undersigned under the attached Warrant (No. ___) with
respect to the number of shares of Common Stock covered thereby set forth below,
unto:

Name of Assignee                    Address                 No. of Shares
----------------                    -------                 -------------



Dated:______________     Signature:_______________________________

Dated:______________     Witness:_________________________________