Exhibit 10.1


Amendment and Exercise Agreement


This Amendment and Exercise Agreement (this “Agreement”),
effective as of July 17, 2007, is made among SatCon Technology
Corporation, a Delaware corporation (the “Company”), and the entities
identified on Schedule A hereto (the “Investors”).


WHEREAS,
pursuant to that certain Securities Purchase Agreement, dated as of July 19,
2006 (as amended, the “Purchase Agreement”), among other things, the Investors
purchased from the Company certain securities of the Company, consisting of
Notes, Warrant As and Warrant Bs; and


WHEREAS, the
parties hereto desire to enter into this Agreement to, among other things,
revise the Exercise Price (as defined in the Warrant Bs) under the Warrant Bs
to $1.31 per share and cause the exercise in full of all Warrant Bs as of the
effective date of this Agreement at the new Exercise Price, all in accordance
with the terms of this Agreement.


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


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


2.             Effective
Date.  This Agreement shall be
effective when the Company and all of the Investors have executed this
Agreement.


3.             Conversion
Price.  Effective as of the effective
date of this Agreement, the “Exercise Price” under the Warrant Bs shall be
$1.31 per share.


4.             Exercise
of Warrant Bs.  Effective as of the
effective date of this Agreement, pursuant to Section 4(b) of the Warrant Bs,
each Investor hereby elects to exercise in full such Investor’s Warrant B (for
the number of Warrant Shares set forth on Schedule A hereto) at the new
Exercise Price and, in connection therewith, hereby agrees to pay to the
Company within one business day of the effective date of this Agreement the
aggregate Exercise Price set forth on Schedule A.  Pursuant to the terms of the Warrant Bs, as a
result of such exercise and payment, the Company shall issue to such Investor
the number of Warrant Shares and Additional Warrants set forth on Schedule A
in accordance with the Warrants Bs.  The
effective date of this Agreement shall be the “Exercise Date” for all purposes
under the Warrant Bs.  The parties agree
that this Agreement shall serve as an “Exercise Notice” under the Warrant Bs
and, accordingly, each Investor does not have to deliver a separate Exercise
Notice to effect such exercise under such Investor’s Warrant B.













 


5.             Note Amendments.


(a)           Each Investor agrees
that the first sentence of Section 6(c)(iii) of such Investor’s Note (to the
extent such Investor still holds a Note) is hereby deleted in its entirety and
the following is hereby inserted in its place:


“If the Company has not obtained Shareholder
Approval (as defined below), then the Company may not issue in excess of the
Issuable Maximum upon (i) conversions or redemptions of the Notes, (ii) as
payment of principal or interest on the Notes, or (iii) exercise of the Warrant
Bs.”


(b)           Each
Investor agrees that the last sentence of Section 6(c)(iii) of such Investor’s
Note (to the extent such Investor still holds a Note) is hereby deleted in its
entirety and the following is hereby inserted in its place:


“The Company and the Holder understand and agree
that shares of Common Stock issued to and then held by the Holder as a result
of conversions or redemptions of the Notes, as payment of principal or interest
on the Notes, or exercise of the Warrant Bs shall not be entitled to vote on
any resolution to obtain Shareholder Approval pursuant hereto.”


6.             Shareholder
Approval.  The Company shall hold a
special meeting of shareholders at the earliest practical date after the date
hereof, but in no event later than December 31, 2007, for the purpose of
obtaining Shareholder Approval (as defined in the Notes), with the
recommendation of the Company’s Board of Directors that such proposal be
approved; provided that no such meeting shall be required to be held if the
Notes are no longer outstanding.


7.             Excluded
Stock.  The Investors hereby confirm
and agree that the Common Stock issued upon exercise of the Warrant Bs, upon
the term set forth herein, is encompassed within the definition of “Excluded
Stock” under the Purchase Agreement pursuant to subsection (C) thereof.


8.             SEC
Reports.  The Company has filed all
SEC Reports required to be filed by it under the Securities Act and the
Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one
year period preceding the date hereof on a timely basis or has received a valid
extension of such time of filing and has filed any such SEC Reports prior to
the expiration of any such extension.  No
event or circumstance has occurred or information exists with respect to the
Company or any of its Subsidiaries which, under applicable law, rule or
regulation, requires public disclosure or announcement by the Company but which
has not been so publicly announced or disclosed, other than with respect to
information required to be included in the Company’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2007, the filing of which is not yet due.



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9.             Listing
and Maintenance Requirements.  The
Company is, and has no reason to believe that it will not in the foreseeable
future continue to be, in compliance with the listing and maintenance
requirements of the Nasdaq Capital Market. 
The Company has previously filed a “Notification Form: Listing of
Additional Shares” with The Nasdaq Stock Market with respect to the shares of
Common Stock issued or issuable under the Transaction Documents.


10.           Registration
Statement.  The Warrant Shares
underlying the Warrant Bs have been registered for re-sale by the Investors
pursuant to a Registration Statement on Form S-3, as amended (File No.
333-136673), which was declared effective by the SEC on September 27,
2006.  The Company has not received any
notification from the SEC of a stop order suspending the effectiveness of such
Registration Statement and is not aware that the SEC has initiated any
proceedings for that purpose.


11.           Information.  In connection with the warrant exercises
contemplated hereunder, each Investor hereby acknowledges and agrees that:  (i) the Company may be in possession of
material nonpublic information concerning the Company (the “Information”) that
may not be known to such Investor, including, without limitation Information
concerning capital raising efforts, operational and financial performance, and
future prospects; (ii) such Investor represents and warrants to the Company
that such Investor has such knowledge and experience in financial and business
matters and that it is capable of evaluating the merits and risks of the
warrant exercises contemplated hereunder; (iii) such Investor has not relied
upon any written or verbal representations of the Company; (iv) such Investor’s
decision to exercise such Investor’s Warrant B is based entirely upon publicly
available information concerning the Company and such Investor’s own
investigation and due diligence concerning the Company, and such Investor has
not relied on the Company to provide access to information concerning the
Company or its securities and such Investor is not relying on Company to
disclose the Information; and (v) to the full extent permissible by applicable
law, the Company shall have no liability to such Investor or its affiliates and
such Investor, on behalf of itself, its officers, directors, stockholders and
affiliates, hereby waives, releases and discharges forever any claim, action or
proceeding that it might have against the Company, based on, arising out of or
related to the Company’s knowledge, possession or nondisclosure of the
Information in connection with the warrant exercises contemplated hereunder.


12.           Disclosure.  The Company confirms that neither it nor any
person acting on its behalf has provided any of the Investors or their agents
with any information that constitutes or could reasonably be expected to
constitute material, nonpublic information, other than the transactions
contemplated by this Agreement.  On or before 8:30 a.m., New York time, on the
business day following the effective date of this Agreement, the Company shall
file a Current Report on Form 8-K with the Securities and Exchange Commission
describing the terms of this Agreement and including as an exhibit to such
Current Report on Form 8-K this Agreement. 
As a result of the filing of such Current Report on Form 8-K, the
Company shall have publicly 



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disclosed all material, nonpublic information
delivered to any of the Investors in connection with this Agreement.


13.           Counterparts.  This Agreement 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
Agreement.  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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Schedule A


	
  Investor

  	
   

  	
  Warrant Shares

  	
   

  	
  Aggregate Exercise

  Price @ $1.31 per share

  	
   

  	
  Additional Warrants

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iroquois Master
  Fund, Ltd.

  	
   

  	
  757,576

  	
   

  	
  $

  	
  992,424.56

  	
   

  	
  378,788

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rockmore
  Investment Master Fund Ltd.

  	
   

  	
  454,546

  	
   

  	
  $

  	
  595,455.26

  	
   

  	
  227,273

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RHP Master Fund,
  Ltd.

  	
   

  	
  303,031

  	
   

  	
  $

  	
  396,970.61

  	
   

  	
  151,516

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Highbridge
  International LLC

  	
   

  	
  303,031

  	
   

  	
  $

  	
  396,970.61

  	
   

  	
  151,516

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Capital Ventures
  International

  	
   

  	
  636,364

  	
   

  	
  $

  	
  833,636.84

  	
   

  	
  318,182

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enable Growth
  Partners LP

  	
   

  	
  227,273

  	
   

  	
  $

  	
  297,727.63

  	
   

  	
  113,637

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enable
  Opportunity Partners LP

  	
   

  	
  45,455

  	
   

  	
  $

  	
  59,546.05

  	
   

  	
  22,728

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pierce
  Diversified Strategy Master Fund LLC, Ena

  	
   

  	
  30,303

  	
   

  	
  $

  	
  39,696.93

  	
   

  	
  15,152

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hudson Bay Fund,
  LP

  	
   

  	
  242,425

  	
   

  	
  $

  	
  317,576.75

  	
   

  	
  121,213

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hudson Bay
  Overseas Fund, Ltd.

  	
   

  	
  60,606

  	
   

  	
  $

  	
  79,393.86

  	
   

  	
  30,303

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bristol
  Investment Fund, Ltd.

  	
   

  	
  196,970

  	
   

  	
  $

  	
  258,030.70

  	
   

  	
  98,485

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nite Capital LP

  	
   

  	
  181,818

  	
   

  	
  $

  	
  238,181.58

  	
   

  	
  90,909

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alpha Capital Anstalt

  	
   

  	
  196,970

  	
   

  	
  $

  	
  258,030.70

  	
   

  	
  98,485

  	
   

  



 



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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement effective as of the day and year first above written.


	
  

  	
  SATCON TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David B. Eisenhaure

  
	
   

  	
  Name:

  	
  David B. Eisenhaure

  
	
   

  	
  Title:

  	
  President and CEO

  



 


 


[SIGNATURE PAGE OF INVESTORS FOLLOWS]



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[SIGNATURE PAGES
OF INVESTORS TO AGREEMENT]


 


	
  IROQUOIS MASTER FUND, LTD. 

  
	
   

  
	
  By: 

  	
  /s/ Joshua
  Silverman

  	
   

  
	
  Name:

  	
  Joshua Silverman

  	
   

  
	
  Title:

  	
  Authorized
  Signatory

  	
   

  



 


	
  ROCKMORE
  INVESTMENT MASTER FUND LTD

  
	
   

  
	
  By: 

  	
  /s/ Bruce
  Bernstein

  	
   

  
	
  Name:

  	
  Bruce Bernstein

  	
   

  
	
  Title:

  	
  President

  	
   

  



 


	
  HIGHBRIDGE
  INTERNATIONAL LLC

  
	
   

  
	
  By:  Highbridge Capital Management, LLC

  
	
   

  
	
  By: 

  	
  /s/ Adam J.
  Chill

  	
   

  
	
  Name:

  	
  Adam J. Chill

  	
   

  
	
  Title:

  	
  Managing
  Director

  	
   

  



 


	
  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

  	
   

  



 



 7
 









 


	
  BRISTOL
  INVESTMENT FUND, LTD.

  
	
   

  
	
  By: 

  	
  /s/ Paul Kessler

  	
   

  
	
  Name:

  	
  Paul Kessler

  	
   

  
	
  Title:

  	
  Director

  	
   

  



 


	
  HUDSON BAY FUND,
  LP

  
	
   

  
	
  By: 

  	
  /s/ Yoav Roth

  	
   

  
	
  Name:

  	
  Yoav Roth

  	
   

  
	
  Title:

  	
  Principal and
  Portfolio Manager

  	
   

  



 


	
  HUDSON BAY
  OVERSEAS FUND, LTD

  
	
   

  
	
  By: 

  	
  /s/ Yoav Roth

  	
   

  
	
  Name:

  	
  Yoav Roth

  	
   

  
	
  Title:

  	
  Principal and
  Portfolio Manager

  	
   

  



 


	
  CAPITAL VENTURES
  INTERNATIONAL

  
	
   

  
	
  By:  Heights Capital Management, Inc., its authorized
  agent

  
	
   

  
	
  By: 

  	
  /s/ Martin
  Kobinger

  	
   

  
	
  Name:

  	
  Martin Kobinger

  	
   

  
	
  Title:

  	
  Investment
  Manager

  	
   

  



 



 8
 









 


	
  ENABLE GROWTH
  PARTNERS LP

  
	
   

  
	
  By: 

  	
  /s/ Adam Epstein

  	
   

  
	
  Name:

  	
  Adam Epstein

  	
   

  
	
  Title:

  	
  Principal

  	
   

  



 


	
  ENABLE
  OPPORTUNITY PARTNERS LP

  
	
   

  
	
  By: 

  	
  /s/ Adam Epstein

  	
   

  
	
  Name:

  	
  Adam Epstein

  	
   

  
	
  Title:

  	
  Principal

  	
   

  



 


	
  PIERCE
  DIVERSIFIED STRATEGY

  MASTER FUND LLC, ENA

  
	
   

  
	
  By: 

  	
  /s/ Adam Epstein

  	
   

  
	
  Name:

  	
  Adam Epstein

  	
   

  
	
  Title:

  	
  Principal

  	
   

  



 


	
  ALPHA CAPITAL
  ANSTALT

  
	
   

  
	
  By: 

  	
  /s/ Konrad
  Ackerman

  	
   

  
	
  Name:

  	
  Konrad Ackerman

  	
   

  
	
  Title:

  	
  Director

  	
   

  



 


	
  NITE CAPITAL LP

  
	
   

  
	
  By: 

  	
  /s/ Keith A.
  Goodman

  	
   

  
	
  Name:

  	
  Keith A. Goodman

  	
   

  
	
  Title:

  	
  Authorized
  Signatory

  	
   

  



 



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