Unassociated Document


    EXHIBIT
10.1

     

    SUBSCRIPTION
AGREEMENT

    


    THIS
SUBSCRIPTION AGREEMENT (this “Agreement”), is by and between American DG Energy
Inc., a Delaware corporation (the “Company”), and the subscriber identified on
the signature page below (the “Subscriber”).

    


    The
Company and the Subscriber hereby agree as follows:

     

    1.           Purchase and Sale of
Shares.

     

    (a) Subject
to the terms and conditions of this Agreement, at the First Closing (as defined
herein), the Company shall sell and issue to the Subscriber, and the Subscriber
shall purchase from the Company that number of shares of the Company’s Common
Stock set forth on the signature page at the per share purchase price also
specified therein. 

     

    (b) At the
Second Closing (as defined herein), at the option of the Subscriber, the Company
shall sell and issue to the Subscriber, and the Subscriber shall purchase from
the Company, that number of shares of the Company’s Common Stock set forth on
the signature page at the per share purchase price also specified therein. The
shares sold at the First Closing and, if issued, the shares sold at the Second
Closing are referred to herein as the “Shares”.

     

     2.           Closings.  The
Closings shall take place as follows:

     

    


    (a) The first
closing (the “First Closing”) of the sale and purchase of the Shares pursuant to
this Agreement is taking place contemporaneously with the execution and delivery
of this Agreement on the date hereof. At the First Closing, the Subscriber is
wiring to an account specified by the Company the purchase price for the Shares
being purchased at the First Closing. As soon as practical after the First
Closing, the Company will cause its transfer agent to deliver to the Subscriber
a certificate representing that number of Shares so purchased, which shall be
registered in the name of the Purchaser or its nominee.

    


    (b) The Subscriber shall
indicate to the Company by written notice given no later than December
15th, 2009, whether or not it
elects that the second closing under this Agreement (the “Second Closing”) shall
occur. Such notice shall specify a closing date for the Second Closing no more
than 3 business days after the delivery of such notice, or December
18th, 2009. At the Second
Closing, the Subscriber will wire to an account specified by the Company the
purchase price for the Shares being purchased at the Second Closing. As soon as
practical after the Second Closing, the Company will cause its transfer agent to
deliver to the Subscriber a certificate representing that number of Shares so
purchased, which shall be registered in the name of the Purchaser or its
nominee.

    


    (c) The First
Closing and the Second Closing, if any, shall be collectively referred to as the
“Closings,” each may individually be referred to as a “Closing” and the date of
each Closing shall be referred to as a “Closing Date.” All deliveries at each
Closing shall take place by the electronic delivery, by fax or email, of all
closing documents.

    


    (d)           In
the event that the Subscriber shall notify the Company that it elects that the
Second Closing shall occur, the obligation of the Subscriber to consummate the
Second Closing shall be subject to the satisfaction, prior to or at the Second
Closing, of the following conditions:  (i) the representations and
warranties of the Company contained in this Agreement shall be true and correct
in all material respects on and as of the Second Closing Date as though such
warranties and representations were made at and as of such date; (ii) the
Company shall have performed and complied in all material respects with all
agreements, covenants and conditions contained in this Agreement which are
required to be performed or complied with by the Company prior to or at the
Closing; and (iii) there shall be no effective injunction, writ, preliminary
restraining order or any order of any nature issued by a court of competent
jurisdiction directing that the transactions provided for herein or any of them
not be consummated as herein provided.

     

    
      American
DG Energy Inc

      Subscription
Agreement Offering 2009

    

    
      
         

      

      
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    (e)           In
the event that the Subscriber shall notify the Company that it elects that the
Second Closing shall occur, the obligation of the Company to consummate the
Second Closing shall be subject to the satisfaction, prior to or at the Second
Closing, of the following conditions:  (i)  the
representations and warranties of the Subscriber contained in this Agreement
shall be true on and as of the Second Closing Date in all material respects as
though such warranties and representations were made at and as of such date;
(ii) the Subscriber shall have performed and complied in all material respects
with all agreements, covenants and conditions contained in this Agreement which
are required to be performed or complied with by it prior to or at the Second
Closing; and (iii) there shall be no effective injunction, writ, preliminary
restraining order or any order of any nature issued by a court of competent
jurisdiction directing that the transactions provided for herein or any of them
not be consummated as herein provided.

    


    3.           Subscriber’s Representations
and Warranties. The Subscriber hereby represents and warrants to and
agrees with the Company that:

    


    (a)           Information on
Company.  The Subscriber has been furnished with or has had
access at the EDGAR website of the U.S. Securities and Exchange Commission (the
“SEC”) to the Company’s Form 10-K for the year ended December 31, 2008, and all
filings subsequently made by the Company with the SEC (hereinafter referred to
collectively as the “Reports”). In addition, the Subscriber has received in
writing from the Company such other information concerning its operations,
financial condition and other matters as the Subscriber has requested in writing
and considered all factors the Subscriber deems material in deciding on the
advisability of investing in the Shares.

    


    (b)           Information on
Subscriber.  The Subscriber was at the time it was offered the
Shares, is on the date hereof and will be on the Closing Date an “accredited
investor”, as such term is defined in Reg. D promulgated by the SEC under the
Securities Act, is experienced in investments and business matters, has made
investments of a speculative or high risk nature and has purchased securities of
publicly-owned companies in private placements in the past and, together with
its representatives and/or trustee, as applicable, has such knowledge and
experience in financial, tax and other business matters as to enable the
Subscriber to utilize the information made available by the Company to evaluate
the merits and risks of and to make an informed investment decision with respect
to the proposed purchase. The Subscriber has the authority and is duly and
legally qualified to purchase and own the Shares. The Subscriber is able to bear
the risk of such investment for an indefinite period and to afford a complete
loss thereof. The information set forth on the signature page regarding the
Subscriber is accurate. The Subscriber does not currently hold or beneficially
own any shares of the Company’s Common Stock other than as set forth on the
signature page. The Subscriber was not formed for the specific purpose of
acquiring the Shares and is not a registered broker-dealer or an affiliate of a
registered broker-dealer.

    


    (c)           Purchase for
Investment.  On the Closing Date, the Subscriber will purchase
the Shares as principal for its own account for investment and not with a view
to any sale of other transfer thereof in contravention of the Securities
Act.

    


    (d)           Compliance with the
Securities Act.  The Subscriber understands and agrees that the
Shares have not been registered under the Securities Act of 1933 (the
“Securities Act”) or any applicable state securities laws by reason of their
issuance in a transaction that does not require registration under the
Securities Act (based in part on the accuracy of the representations and
warranties of Subscriber contained herein), and that such Shares must be held
indefinitely unless a subsequent disposition is registered under the Securities
Act or any applicable state securities laws or is exempt from such
registration.

     

    
      American
DG Energy Inc

      Subscription
Agreement Offering 2009

    

    
      
         

      

      
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    (e)           Restrictive Legend.
The Shares may bear a customary restrictive Securities Act legend in the form
specified by the Company.

    


     (f)           Communication of
Offer. The offer to sell the Shares was directly communicated to the
Subscriber by the Company. At no time was the Subscriber presented with or
solicited by any leaflet, newspaper or magazine article, radio or television
advertisement, or any other form of general advertising or solicited or invited
to attend a promotional meeting otherwise than in connection and concurrently
with such communicated offer.

    


    (g)           Organization; Authority;
Enforceability.  The Subscriber, if an entity, is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization (if such “good standing” concept is recognized
in such jurisdiction) with full right, corporate,  partnership or
trust power and authority to enter into and to consummate the transactions
contemplated by this Agreement. This Agreement and other agreements delivered
together with this Agreement or in connection herewith have been duly
authorized, executed and delivered by the Subscriber and are valid and binding
agreements enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights generally and
to general principles of equity; and Subscriber has full corporate, partnership,
trust or similar power and authority necessary to enter into this Agreement and
such other agreements and to perform its obligations hereunder and under all
other agreements entered into by the Subscriber relating hereto.

    


    (h)           Correctness of
Representations. The Subscriber represents that the foregoing
representations and warranties are true and correct as of the date hereof and,
unless the Subscriber otherwise notifies the Company prior to the Closing, shall
be true and correct as of the Closing Date.

    


    (i)           Survival. The
foregoing representations and warranties shall survive the applicable Closing
Date for three years.

    


    (j)           Restriction on Short
Sales. The Subscriber agrees that, to the extent required by law, it will
not enter into or effect any short sale or other hedging transaction with
respect to the Company’s Common Stock.

    


    (k)           Disclosure. The
Subscriber acknowledges and agrees that the Company does not make nor has made
any representations or warranties with respect to the Shares or the transactions
contemplated hereby other than those specifically set forth in Section 4
hereof.

    


    4.           Company Representations and
Warranties.  The Company represents and warrants to and agrees
with the Subscriber that on the date hereof:

    


    (a)           Due Incorporation.
The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has the requisite corporate
power to own its properties and to carry on its business as now being
conducted.

    


    (b)           Outstanding Stock.
All issued and outstanding shares of capital stock of the Company have been duly
authorized and validly issued and are fully paid and
non-assessable.

    


    (c)           Authority;
Enforceability.  The Company has full corporate power and
authority necessary to enter into and deliver this Agreement and to perform its
obligations thereunder. This Agreement has been duly authorized, executed and
delivered by the Company and is a valid and binding agreement enforceable
against the Company in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights generally and
to general principles of equity.

     

    
      American
DG Energy Inc

      Subscription
Agreement Offering 2009

    

    
      
         

      

      
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    (d)           Consents.  No
consent, approval, authorization or order of any court or governmental agency or
body having jurisdiction over the Company is required for the execution by the
Company of this Agreement and compliance and performance by the Company of its
obligations hereunder, including, without limitation, the issuance and sale of
the Shares.

    


    (e)           No Violation or
Conflict.  Assuming the representations and warranties of the
Subscriber in Section 3 are true and correct, neither the issuance and sale of
the Shares nor the performance of the Company’s obligations under this Agreement
and all other agreements entered into by the Company relating thereto by the
Company will:

    


    (i)           violate,
conflict with, result in a breach of, or constitute a default (or an event which
with the giving of notice or the lapse of time or both would be reasonably
likely to constitute a default) under (A) the certificate of incorporation of
the Company, (B) to the Company’s knowledge, any decree, judgment, order, law,
treaty, rule, regulation or determination applicable to the Company of any court
or governmental agency or body having jurisdiction over the Company or over the
properties or assets of the Company, (C) the terms of any bond, debenture, note
or any other evidence of indebtedness, or any agreement, stock option or other
similar plan, indenture, lease, mortgage, deed of trust or other instrument to
which the Company is a party, by which the Company is bound, or to which any of
the properties of the Company is subject, or (D) the terms of any “lock-up” or
similar provision of any underwriting or similar agreement to which the Company
is a party except the violation, conflict, breach, or default of which would not
have a material adverse effect on the business, operations or financial
condition of the Company and its subsidiaries taken as a whole (a “Material
Adverse Effect”);

    


    (ii)           result
in the activation of any anti-dilution rights or a reset or re-pricing of any
debt or security instrument of any other creditor or equity holder of the
Company, nor result in the acceleration of the due date of any borrowing of the
Company; or

    


    (iii)           result
in the activation of any piggy-back registration rights of any person or entity
holding securities of the Company or having the right to receive securities of
the Company.

    


    (f)           The
Shares.  The Shares upon issuance in accordance with the terms
of this Agreement:

    


    (i)           are,
or will be, free and clear of any security interests, liens, claims or other
encumbrances, subject to restrictions upon transfer under the Securities Act and
any applicable state securities laws;

    


    (ii)           will
be duly and validly authorized, and on the date of issuance of the Shares, the
Shares will be duly and validly issued, fully paid and nonassessable;
and

    


    (iii)           will
not have been issued or sold in violation of any preemptive or other similar
rights of the holders of any securities of the Company.

    


     (g)           Litigation.  There
is no pending or, to the best knowledge of the Company, threatened action, suit,
proceeding or investigation before any court, governmental agency or body, or
arbitrator having jurisdiction over the Company that would affect the execution
by the Company or the performance by the Company of its obligations under this
Agreement, and all other agreements entered into by the Company relating
hereto.  Except as disclosed in the Reports, there is no pending or,
to the best knowledge of the Company, basis for or threatened action, suit,
proceeding or investigation before any court or governmental agency or body,
which litigation if adversely determined could have a Material Adverse
Effect.

    


    (h)           Reporting
Company.  The Company is a publicly-held company subject to
reporting obligations pursuant to the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) and its shares of Common Stock are registered
pursuant to Section 12(g) of the Exchange Act. The Company has timely filed all
reports and other materials required to be filed under the Exchange Act during
the preceding twelve months.

    


    
      
         

      

      
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    (i)           Information Concerning the
Company.  The Reports contain all material information relating
to the Company and its operations and financial condition as of their respective
dates that is required by the Exchange Act to be disclosed
therein.  Since the date of the financial statements included in the
Reports, there has been no Material Adverse Effect not disclosed in the Reports.
The Reports, at the time of filing, did not contain any 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 in light of the
circumstances when made.

    


     (j)           No Integrated
Offering.  Neither the Company, nor any of its affiliates, nor
any person acting on its or their behalf, has directly or indirectly made any
offers or sales of any security or solicited any offers to buy any security
under circumstances that would cause the offer of the Shares pursuant to this
Agreement to be integrated with prior offerings by the Company so as to
invalidate any exemptions under the Securities Act for the offer and sale of the
Shares.

    


    (k)           No General
Solicitation.  Neither the Company, nor any of its affiliates,
nor to its knowledge, any person acting on its or their behalf, has engaged in
any form of general solicitation or general advertising (within the meaning of
Reg. D under the Securities Act) in connection with the offer or sale of the
Shares.

    


    (l)           No Material Undisclosed
Events or Circumstances.  Since the date of the last Report
filed under the Exchange Act, no event or circumstance has occurred or exists
with respect to the Company or its business, operations or financial condition,
that, under applicable law, rule or regulation, requires the filing of a Report
prior to the date hereof that has not been so filed.

    


    (m)           Correctness of
Representations.  The Company represents that the foregoing
representations and warranties are true and correct as of the date hereof in all
material respects, and, unless the Company otherwise notifies the Subscriber
prior to the Closing, shall be true and correct in all material respects as of
the Closing Date.

    


    (n)           Survival.  The
foregoing representations and warranties shall survive the applicable Closing
Date for a period of three years.

    


    5.           Reg. D
Offering.  The offer and issuance of the Shares to the
Subscriber is being made pursuant to the exemption from the registration
provisions of the Securities Act afforded by Section 4(2) or Section 4(6) of the
Securities Act and/or Rule 506 of Reg. D promulgated thereunder.

    


    6.           Covenants of the
Company.  The Company covenants and agrees with the Subscriber
as follows:

    


    (a)           Exchange Act
Filings.  The Company shall file a Form 8-K with the SEC
disclosing the transactions contemplated by this Agreement within the time
period specified therefor by the rules and regulations under the Exchange Act.
The Company agrees to file a Form D with respect to the Shares as required under
Reg. D.

    


    (b)           Reporting
Requirements.  Until all of the Shares have been resold or
transferred by the Subscriber, or, if earlier, two years after the applicable
Closing Date, the Company will use commercially reasonable best efforts (i) not
to take any action or file any document (whether or not permitted by the
Securities Act or the Exchange Act or the rules thereunder) to terminate or
suspend the registration of the shares of the Company’s Common Stock under the
Exchange Act and (ii) to continue the listing of the shares of the Company’s
Common stock on the Over-the-Counter Bulletin Board or other established trading
market.

    
       

      American
DG Energy Inc

      Subscription
Agreement Offering 2009



    
      
         

      

      
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    7.           Registration Rights.
The Company hereby grants the following registration rights to holders of the
Shares.

    


    (a)           Registration
Statement. The Company shall file with the SEC not later than thirty
(30) days after the Closing Date a “shelf” registration statement on an
appropriate form, or shall file with the SEC as soon as practical an amendment
to its currently filed shelf registration statement (either the “Registration
Statement”) covering the resale of the Shares and shall use its commercially
reasonable best efforts to cause the Registration Statement to be declared
effective as soon as practicable.

    


    (b)           Registration
Procedures. In connection with the Registration Statement, the Company
will:

    


    (i)           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 such Registration Statement effective with respect to the Subscriber until
such time as all of the Shares owned by the Subscriber may be resold without
restriction under the Securities Act; and

    


    (ii)           immediately
notify the Subscriber when the prospectus included in the Registration Statement
is required to be delivered under the Securities Act, of the happening of any
event of which the Company has knowledge as a result of which the prospectus
contained in such Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing. If the Company notifies the Subscriber
to suspend the use of any prospectus until the requisite changes to such
prospectus have been made, then the Subscriber shall suspend use of such
prospectus.  In such event, the Company will use its commercially
reasonable efforts to update such prospectus as promptly as is
practicable.

    


    (c)           Provision of Documents
etc.  In connection with the Registration Statement, the
Subscriber will furnish to the Company in writing such information and
representation letters with respect to itself and the proposed distribution by
it as reasonably shall be necessary in order to assure compliance with federal
and applicable state securities laws. The Company may require the Subscriber,
upon five business days’ notice, to furnish to the Company a certified statement
as to, among other things, the number of  Shares and the number of
other shares of the Company’s Common Stock beneficially owned by the Subscriber
and the person that has voting and dispositive control over such shares. The
Subscriber covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act, if applicable, in connection with sales of
Shares pursuant to the Registration Statement.

    


    (d)           Expenses.  All
expenses incurred by the Company in complying with this section, including,
without limitation, all registration and filing fees, printing expenses, fees
and disbursements of counsel and independent public accountants for the Company,
fees of transfer agents and registrars are called “Registration Expenses.” All
underwriting discounts and selling commissions applicable to the sale of the
Shares, including any fees and disbursements of any counsel to the Subscriber,
are called “Selling Expenses.” The Company will pay all Registration Expenses in
connection with the Registration Statement. Selling Expenses in connection with
the Registration Statement shall be borne by the applicable
Subscriber.

    


    (e)           Indemnification and
Contribution.

    


    (i)           The
Company will, to the extent permitted by law, indemnify and hold harmless the
Subscriber, each officer of the Subscriber, each director of the Subscriber, and
each other person, if any, who controls the Subscriber within the meaning of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which the Subscriber or such other person (a “controlling person”)
may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof)
(“Claims”) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement at the
time of its effectiveness, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereof, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances when made, and will, subject to the
limitations herein, reimburse the Subscriber and each such controlling person
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such Claim; provided, however, that the Company
shall not be liable to the Subscriber to the extent that any Claim arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in conformity with information furnished by the Subscriber
or any such controlling person in writing specifically for use in the
Registration Statement or related prospectus, as amended or
supplemented.

     

    
      American
DG Energy Inc

      Subscription
Agreement Offering 2009

    

    
      
         

      

      
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    (ii)           The
Subscriber will, to the extent permitted by law, indemnify and hold harmless the
Company, and each person, if any, who controls the Company within the meaning of
the Securities Act, each underwriter, each officer of the Company who signs the
Registration Statement and each director of the Company against all Claims to
which the Company or such officer, director, underwriter or controlling person
may become subject under the Securities Act or otherwise, insofar as such Claims
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof, or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Company and each such officer, director,
underwriter and controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action, provided, however, that the Subscriber will
be liable hereunder in any such case if and only to the extent that any such
Claim arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with information pertaining to the Subscriber, as such, furnished in
writing to the Company by the Subscriber specifically for use in the
Registration Statement or related prospectus, as amended or
supplemented.

    


    (iii)           Promptly
after receipt by an indemnified party hereunder of notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in
writing thereof, but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to such indemnified party other
than under this section and shall only relieve it from any liability which it
may have to such indemnified party under this section except and only if and to
the extent the indemnifying party is materially prejudiced by such omission. In
case any such action shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate in and, to the extent it shall wish, to
assume and undertake the defense thereof with counsel satisfactory to such
indemnified party, and, after notice from the indemnifying party to such
indemnified party of its election so to assume and undertake the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under this section for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided,
however, that, if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be reasonable defenses available to it which are
different from or additional to those available to the indemnifying party or if
the interests of the indemnified party reasonably may be deemed to conflict with
the interests of the indemnifying party, the indemnified parties, as a group,
shall have the right to select one separate counsel and to assume such legal
defenses and otherwise to participate in the defense of such action, with the
reasonable expenses and fees of such separate counsel and other expenses related
to such participation to be reimbursed by the indemnifying party as incurred.
The indemnifying party shall not be liable for any settlement of any such
proceeding affected without its written consent, which consent shall not be
unreasonably withheld.

    


    (iv)           In
order to provide for just and equitable contribution in the event of joint
liability under the Securities Act in any case in which either (i) the
Subscriber, or any controlling person of the Subscriber, makes a claim for
indemnification pursuant to this section but it is judicially determined (by the
entry of a final judgment or decree by a court of competent jurisdiction and the
expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact
that this section provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the part of the
Subscriber or controlling person of the Subscriber in circumstances for which
indemnification is not provided under this section, then, and in each such case,
the Company and the Subscriber will contribute to the aggregate losses, claims,
damages or liabilities to which they may be subject (after contribution from
others) in a manner that reflects, as near as practicable, the economic effect
of the foregoing provisions of this section. Notwithstanding the foregoing, no
person or entity guilty of fraudulent misrepresentation (within the meaning of
Section 10(f) of the Securities Act) will be entitled to contribution from any
person or entity who was not guilty of such fraudulent
misrepresentation.

     

    
      American
DG Energy Inc

      Subscription
Agreement Offering 2009

    

    
      
         

      

      
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    (f)           Delivery of Unlegended
Shares.

    


    (i)           Within
three business days (such business day, the “Unlegended Shares Delivery Date”)
after the business day on which the Company has received (i) a notice that
Shares have been sold either pursuant to, and in compliance with, the
Registration Statement or Rule 144 under the Securities Act and (ii) in the case
of sales under Rule 144, customary representation letters of the Subscriber and
Subscriber’s broker regarding compliance with the requirements of Rule 144, the
Company at its expense, (A) shall deliver the Shares so sold without any
restrictive legends relating to the Securities Act (the “Unlegended Shares”);
and (B) shall cause the transmission of the certificates representing the
Unlegended Shares together with a legended certificate representing the balance
of the unsold Shares, if any, to the Subscriber at the address specified in the
notice of sale, via express courier, by electronic transfer or otherwise on or
before the Unlegended Shares Delivery Date.  Transfer fees shall be
the responsibility of the Subscriber.

    


    (ii)           In
lieu of delivering physical certificates representing the Unlegended Shares, if
the Company’s transfer agent is participating in the Depository Trust Company
(“DTC”) Fast Automated Securities Transfer program, upon request of the
Subscriber, so long as the certificates therefor do not bear a legend and the
Subscriber is not obligated to return such certificate for the placement of a
legend thereon, the Company shall use its best efforts to cause its transfer
agent to electronically transmit the Unlegended Shares by crediting the account
of Subscriber’s broker with DTC through its Deposit/Withdrawal at Custodian
system.  Such delivery must be made on or before the Unlegended Shares
Delivery Date but is subject to the cooperation of the Subscriber’s broker (the
so-called DTC participant).

    


    (iii)           The
Subscriber agrees that the removal of the restrictive legend from certificates
representing the Shares as set forth in this section is predicated upon the
Company’s reliance that the Subscriber will sell any Shares pursuant to either
the registration requirements of the Securities Act, including any applicable
prospectus delivery requirements, or an exemption therefrom.

    


    8.           Miscellaneous.

    


    (a)           Notices.  All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) delivered by reputable
overnight courier service with charges prepaid, or (iii) transmitted by fax,
addressed, if to the Company, to Chief Financial Officer, American DG Energy
Inc., 45 First Avenue, Waltham, MA 02451, fax: (781) 622-1027, and if to the
Subscriber, to the Subscriber at the address set forth on the signature pages
hereto or to such other address as such party shall have specified most recently
by written notice.

    


    (b)           Amendments;
Waivers.  No
provision of this Agreement may be waived or amended except in a written
instrument signed, in the case of an amendment, by the Company and the
Subscriber.  No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any
other provision, condition or requirement hereof, nor shall any delay or
omission of either party to exercise any right hereunder in any manner impair
the exercise of any such right.

     

    
      American
DG Energy Inc

      Subscription
Agreement Offering 2009



    
      
         

      

      
        -
11 -

        
          

        

      

      
         

      

    

    (c)           Legal
Fees.   Each party shall pay its own legal fees and
expenses in connection with the transactions contemplated by this
Agreement.

    


    (d)           Entire Agreement;
Assignment.  This Agreement and other documents delivered in
connection herewith represent the entire agreement between the parties hereto
with respect to the subject matter hereof.  Neither the Company nor
the Subscriber have relied on any representations not contained or referred to
in this Agreement and the documents delivered herewith.  No right or
obligation of either party shall be assigned by that party without prior notice
to and the written consent of the other party.

    


    (e)           
Counterparts/Execution.  This
Agreement may be executed in any number of counterparts and by the different
signatories hereto on separate counterparts, each of which, when so executed,
shall be deemed an original, but all such counterparts shall constitute but one
and the same instrument.  Signatures to this Agreement may be
delivered by fax or by scan/email.

    


    (f)           Law Governing this
Agreement.  This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware without regard to
principles of conflicts of laws. Any action brought by either party against the
other concerning the transactions contemplated by this Agreement shall be
brought only in the state courts of Massachusetts or in the federal courts
located in Massachusetts.  The parties and the individuals executing
this Agreement and other agreements referred to herein or delivered in
connection herewith on behalf of the Company agree to submit to the jurisdiction
of such courts and waive trial by jury.

    


    (g)           Equitable
Adjustment.   The Shares and the purchase price Per Share
shall be equitably adjusted to offset the effect of stock splits, stock
dividends, and distributions of property or equity interests of the Company to
its shareholders prior to the Second Closing.

     

    
      American
DG Energy Inc

      Subscription
Agreement Offering 2009



    
      
         

      

      
        -
12 -

        
          

        

      

      
         

      

    

    


    [Signature
page immediately follows.]

    Signature Page and
Questionnaire – First Closing July 2009

    


    The
Subscriber hereby executes this Subscription Agreement. By initialing the
appropriate space below, the Subscriber hereby represents that the Subscriber
is:

    


    
      	
              
                 

              

              (initials)

            	 
      	
              a
      corporation, a business trust, or a partnership, not formed for the
      specific purpose of acquiring the Shares, with total assets in excess of
      $5,000,000.

            
	 
      	 
      	 
      
	
              
                 

              

              (initials)

            	 
      	
              a
      natural person whose individual net worth, or joint net worth with his or
      her spouse, exceeds $1,000,000.

            
	 
      	 
      	 
      
	
              
                 

              

              (initials)

            	 
      	
              a
      natural person who had an individual income in excess of $200,000 in each
      of the two most recent years, or joint income with his or her spouse in
      excess of $300,000 in each of those years, and has a reasonable
      expectation of reaching the same income level in the current
      year.

            
	 
      	 
      	 
      
	
              
                 

              

              (initials)

            	 
      	
              a
      trust with total assets in excess of $5,000,000, not formed for the
      specific purpose of acquiring the Shares.

            
	 
      	 
      	 
      
	
              
                 

              

              (initials)

            	 
      	
              an
      entity in which all of the equity owners fall within one of the categories
      set forth above.

            


    

    


    


    


    


    
      	
              U.S.
      $2.10

            	 
      	 
      
	
              Share
      purchase price at First Closing é

            	 
      	
              Subscriber’s
      name é

            
	 
      	 
      	 
      
	
              Number
      of Shares purchased at First Closing é

               

              $

            	 
      	
              Subscriber’s
      signature é

               

               

            
	
              Aggregate
      dollar amount being purchased at

              First
      Closing é

               

               

            	 
      	
               

              Address
      of the Subscriber ê

               

               

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
               

              Agreed
      and Accepted - American DG Energy Inc.:

            	 
      	
               

              Phone
      number:

            
	
               

              By:

            	 
      	
               

              Email
      address:

            
	
               

              Date:

            	 
      	
               

              U.S.
      Tax ID # (if any):

            
	 
      	 
      	 
      


    

     

    
      American
DG Energy Inc

      Subscription
Agreement Offering 2009

    

    
      
         

      

      
        -
13 -

        
          

        

      

      
         

      

    

    Signature Page and
Questionnaire – Second Closing December 2009

    


    The
Subscriber hereby executes this Subscription Agreement. By initialing the
appropriate space below, the Subscriber hereby represents that the Subscriber
is:

    


    
      	
              
                 

              

              (initials)

            	 
      	
              a
      corporation, a business trust, or a partnership, not formed for the
      specific purpose of acquiring the Shares, with total assets in excess of
      $5,000,000.

            
	 
      	 
      	 
      
	
              
                 

              

              (initials)

            	 
      	
              a
      natural person whose individual net worth, or joint net worth with his or
      her spouse, exceeds $1,000,000.

            
	 
      	 
      	 
      
	
              
                 

              

              (initials)

            	 
      	
              a
      natural person who had an individual income in excess of $200,000 in each
      of the two most recent years, or joint income with his or her spouse in
      excess of $300,000 in each of those years, and has a reasonable
      expectation of reaching the same income level in the current
      year.

            
	 
      	 
      	 
      
	
              
                 

              

              (initials)

            	 
      	
              a
      trust with total assets in excess of $5,000,000, not formed for the
      specific purpose of acquiring the Shares.

            
	 
      	 
      	 
      
	
              
                 

              

              (initials)

            	 
      	
              an
      entity in which all of the equity owners fall within one of the categories
      set forth above.

            


    

    


    


    


    


    
      	
              U.S.
      $3.10

            	 
      	 
      
	
              Share
      purchase price at Second Closing é

            	 
      	
              Subscriber’s
      name é

            
	 
      	 
      	 
      
	
              Number
      of Shares purchased, at the Subscriber’s option, at Second Closing é

               

              $

            	 
      	
              Subscriber’s
      signature é

               

            
	
              Aggregate
      dollar amount being purchased, at the Subscriber’s option, at Second
      Closing é

               

               

            	 
      	
               

              Address
      of the Subscriber ê

               

               

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
               

              Agreed
      and Accepted - American DG Energy Inc.:

            	 
      	
               

              Phone
      number:

            
	
               

              By:

            	 
      	
               

              Email
      address:

            
	
               

              Date:

            	 
      	
               

              U.S.
      Tax ID # (if any):

            
	 
      	 
      	 
      


    

    
      American
DG Energy Inc

      Subscription
Agreement Offering 2009

    

    
      
         

      

      
        -
14 -