Exhibit 10.1


 


IN MAKING AN INVESTMENT DECISION, INVESTORS
MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUERS OF THE SECURITIES THAT ARE REFERRED TO HEREIN, INCLUDING THE MERITS AND RISKS
INVOLVED. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY OFFERING MATERIALS OR
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


 


THE SECURITIES REFERRED TO HEREIN ARE SUBJECT
TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD
BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


 


American
dg energy inc.


 


EUROSITE
POWER INC.


 


Convertible Note Amendment Agreement


 


October 3, 2014


 


American DG Energy Inc.


EuroSite Power Inc.


45 First Avenue


Waltham, MA 02451


 


Ladies and Gentlemen:


 


1.                 
Background. The undersigned investor (the “Investor”) is the owner
of convertible notes of American DG Energy Inc. (“ADGE”) in the aggregate principal amount set forth on the
signature page. Investors executing an agreement similar to this one are referred to as the “Investors.” The
aforesaid convertible notes of ADGE are referred to herein as the “ADGE Notes.” Interest accrued and unpaid
on the ADGE Notes, together with the balance of interest payable through the next interest payment date of the ADGE Notes (“Current
Interest”), is set forth on the signature page. Interest payable on the ADGE Notes from and after the next interest payment
date thereon through the maturity date thereof (“Future Interest”) is set forth on the signature page. ADGE
is the owner of shares of the common stock of EuroSite Power Inc. (“EUSP” and such shares, the “EUSP
Shares”). 


 


ADGE has agreed to
convert the Current Interest and the Future Interest on the ADGE Notes owned by the Investors into EUSP Shares owned by ADGE at
a conversion price of $0.50 per EUSP Share.


 


ADGE has agreed to
issue to the Investors warrants to purchase EUSP Shares owned by ADGE in connection with the conversion of Current Interest, with
the number of EUSP Shares subject to such warrants being set forth on the signature page at an exercise price of $0.60 per EUSP
Share.


 


Further, the Investors
have agreed to convert the entire amount due in respect of the principal and interest on the convertible notes of EUSP (“EUSP
Notes”) owned by them into newly issued EUSP Shares, with the aggregate amount of principal and interest being converted
at a conversion price of $0.50 per EUSP Share, as set forth on the signature page. The portion of such aggregate amount being converted
that is interest consists of interest accrued through the date hereof (“Accrued Interest”) and the balance of
interest payable thereafter on the next interest payment date of the EUSP Notes (“Future Interest”).


 






    	 



    	 



    

 


2.                 
Conversion of Current and Future Interest on the ADGE Notes and Issuance of ADGE Warrants.



 


a.                  
Conversion of ADGE Notes. Each Investor hereby converts the Current Interest and the
Future Interest on the ADGE Notes owned by it into EUSP Shares owned by ADGE at a conversion price of $0.50 per EUSP Share. 


 


b.                 
Issuance of ADGE Warrants to Purchase EUSP Shares owned by ADGE. ADGE agrees to issue
warrants to purchase EUSP Shares owned by each Investor, such warrants to be in the form of Exhibit A hereto and the number
of EUSP Shares subject to such warrants being set forth on the signature page.


 


c.                  
Deliveries. As soon as practical after the execution of this agreement by all parties,
the Investor agrees to deliver to ADGE the ADGE Notes owned by it, and in replacement thereof ADGE will issue a new convertible
note for the same principal amount as the Investor’s ADGE Notes in substantially the same form but reflecting the interest
conversion. Further, upon delivery of the ADGE Notes held by the Investor, ADGE agrees to transfer to the Investor the EUSP Shares
being issued on conversion of the interest on the ADGE Notes and the aforesaid warrants.


 


3.                 
Conversion of EUSP Notes. 


 


a.                  
Conversion. Each Investor hereby converts the entire principal, Accrued Interest and
Future Interest on the EUSP Notes owned by it into newly issued EUSP Shares at a purchase price per share of $0.50. 


 


b.                 
Deliveries. As soon as practical after the execution of this agreement by all parties,
each Investor agrees to deliver to EUSP for cancellation all of the EUSP Notes owned by it. Upon delivery of the EUSP Notes held
by the Investor, EUSP agrees to issue to the Investor the EUSP Shares to be issued on the conversion of the EUSP Notes. 


 


4.                 
Representations and Warranties. 


 


a.                  
ADGE and EUSP. ADGE and EUSP hereby confirm that their respective representations, warranties and agreements in the
subscription agreement and other documents pursuant to which the original ADGE Notes and the EUSP Notes were issued continue to
be true and correct as if made on the date hereof and as if made with respect to the securities being issued pursuant hereto, except
that with respect to such representations and warranties that speak as of a particular date, no material adverse change has occurred
making such representations and warranties untrue or incorrect in any material respect as of the date hereof.


 


b.                 
The Investor. The Investor hereby confirms that its representations, warranties and agreements in the subscription
agreement and other documents pursuant to which the Investor purchased its ADGE Notes and EUSP Notes are true and correct as of
the date hereof. Without limiting the foregoing, the Investor represents and warrants that he/it is an accredited investor, as
such term is defined in the regulations under the Securities Act of 1933, as amended.


 


5.                 
Expenses. Each party hereto shall each bear its own expenses incurred in connection
with this transaction. 


 


6.                 
Miscellaneous.


 


a.                  
Notices. When any notice is required or authorized hereunder, such notice shall be
given in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent
by confirmed electronic mail if sent during normal business hours of the recipient, and if not sent during normal business hours,
then on the next business day so long as receipt is confirmed, (iii) five days after having been sent by registered or certified
mail (or regular mail if registered or certified mail is unavailable in the country of the recipient), (iv) if sent within the
U.S., one business day after deposit with a recognized overnight courier, specifying next business day delivery, with written verification
of receipt or (v) if sent from the U.S. to an address outside the U.S. or if sent from outside the U.S. to an address within the
U.S., five business days after deposit with an internationally recognized courier service specifying that delivery be made within
five business days with written verification of receipt. All notices and other communications shall be sent if sent to the Investor,
to the business address or email address of the Investor set forth on the signature page to this Agreement, as it may subsequently
change by notice from the Investor; and


 






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	If to ADGE, to:	American DG Energy Inc.
	 	45 First Avenue
	 	Waltham, MA 02451
	 	Attention:  Chief Financial Officer
	 	Email: gabriel.parmese@americandg.com 
	 	 
	If to EuroSite, to:	EuroSite Power Inc.
	 	45 First Avenue
	 	Waltham, MA 02451
	 	Attention:  Chief Financial Officer
	 	Email: gabriel.parmese@americandg.com
	 	 
	With a copy to:	Sullivan & Worcester LLP
	 	One Post Office Square
	 	Boston, MA 02109
	 	Attention: Edwin L. Miller, Jr.
	 	Email: emiller@sandw.com


  


Such notices or communications
shall be effective when received. If a notice or communication to Investor is sent in the manner provided above, it is duly given,
whether or not the addressee receives it. EuroSite by notice to the Investor may designate additional or different addresses for
subsequent notices or communications.


 


b.                 
Successors and Assigns. This Agreement shall be binding upon the heirs, executors,
administrators, successors and assignees of the Investor.


 


c.                  
Choice of Law. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of New York and, to the extent it involves any United States federal statute or regulations, in
accordance therewith.


 


d.                 
Consent to Jurisdiction. The parties hereby consent and submit to the exclusive jurisdiction
of the state and federal courts in New York City with respect to all disputes arising in connection with this transaction.


 


e.                  
Survival of Representations. The parties agree that all of the warranties, representations,
acknowledgments, confirmations, covenants and promises made in this Agreement shall survive its execution and delivery.


 


f.                  
Counterparts. This Agreement may be executed in any number of counterparts each of
which shall be deemed an original and which, taken together, shall form one and the same agreement. Execution and delivery of this
Agreement may be evidenced by a scan/.pdf of the executed document sent by email.


 


g.                 
Integration. This Agreement is the complete and exclusive agreement between the parties
with regard to the subject matter hereof and supersedes any and all prior discussions, negotiations and memoranda related hereto.


 






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h.                 
Exercise of Warrant. ADGE and EUSP agree to take any actions necessary to permit the
exercise of the Warrant upon satisfaction of the conditions of exercise set forth therein.


 


_________________


 


(Signature page immediately follows.)


 






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The undersigned Investor, ADGE and EUSP
hereby execute this Convertible Note Amendment Agreement as of the date first set forth above.


 


	$510,000 interest due, 1,020,000 common shares and	 	 
	1,020,000 3-year warrants exercisable at $0.60.	 	 
	é Amount of Current Interest due, common shares to be	 	/s/ A European Investor    
	exchanged and warrants to be issued, respectively, to A	 	é A European Investor
	European Investor. ADGE Notes being converted into EUSP Shares owned by ADGE at $0.50 per share and warrants to purchase EUSP shares, exercisable at $0.60 per share	 	 
	 	 	 
	$72,000 interest due, 144,000 common shares and	 	 
	144,000 3-year warrants exercisable at $0.60.	 	 
	é Amount of Current Interest due, common shares to be	 	/s/ John Hatsopoulos
	exchanged and warrants to be issued, respectively, to	 	é John Hatsopoulos
	John Hatsopoulos. ADGE Notes being converted into EUSP Shares owned by ADGE at $0.50 per share and warrants to purchase EUSP shares, exercisable at $0.60 per share	 	 
	 	 	 
	$3,612,500 future interest due, 7,225,000 common shares	 	/s/ A European Investor    
	é Amount of Future Interest due to A European Investor	 	é A European Investor
	 on ADGE Notes being converted into EUSP Shares	 	 
	owned by ADGE at $0.50 per share and number of common shares of EUSP to be exchanged for this future interest	 	 
	 	 	 
	$510,000 future interest due, 1,020,000 common shares	 	/s/ John Hatsopoulos
	é Amount of Future Interest due to John Hatsopoulos on ADGE Notes being converted into EUSP Shares owned by ADGE at $0.50 per share and number of common shares of EUSP to be exchanged for this future interest	 	é John Hatsopoulos
	 	 	 
	$1,100,000 Convertible Note, 2,200,000 common shares	 	 
	é Value of EUSP convertible note owned by ADGE to be	 	/s/ John Hatsopoulos
	converted to common shares at a price of $0.50 and number	 	é John Hatsopoulos
	of EUSP common shares to be issued by EUSP to ADGE for	 	CEO American DG Energy
	the conversion of convertible notes held by ADGE.	 	 
	 	 	 
	$300,000 Convertible Note, 600,000 common shares	 	 
	é Value of EUSP convertible note owned by John	 	/s/ John Hatsopoulos
	Hatsopoulos to be converted to common shares at a price of $0.50 and number of EUSP common shares to be issued by EUSP to John Hatsopoulos for the conversion of convertible notes held by John Hatsopoulos.	 	é John Hatsopoulos



 






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	$300,000 Convertible Note, 600,000 common shares	 	 
	é Value of EUSP convertible note owned by A European Investor to	 	/s/ A European Investor
	be converted to common shares at a price of $0.50 and	 	é A European Investor
	number of EUSP common shares to be issued by EUSP to A European Investor for the conversion of convertible notes held by A European Investor.	 	 
	 	 	 
	AGREED:	 	AGREED:
	 	 	 
	AMERICAN DG ENERGY INC.	 	EUROSITE POWER INC.
	 	 	 
	By: /s/ John Hatsopoulos	 	By: /s/ Gabriel J. Parmese


 






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