times maintain all
of its depository, operating (other than payroll and operating accounts
maintained in Canada) and securities accounts with Silicon (or an affiliate of
Silicon with respect to securities accounts).
(2)
SUBORDINATION OF INSIDE DEBT.
ALL PRESENT AND FUTURE INDEBTEDNESS
(EXCLUDING REASONABLE SALARY, BONUS AND EXPENSE REIMBURSEMENT) OF THE BORROWER
TO ITS OFFICERS, DIRECTORS AND SHAREHOLDERS,("INSIDE DEBT") SHALL, AT ALL TIMES,
BE SUBORDINATED TO THE OBLIGATIONS PURSUANT TO A SUBORDINATION AGREEMENT ON
SILICON'S STANDARD FORM.
BORROWER REPRESENTS AND WARRANTS THAT THERE IS NO
INSIDE DEBT PRESENTLY OUTSTANDING.
PRIOR TO INCURRING ANY INSIDE DEBT IN THE
FUTURE, BORROWER SHALL CAUSE THE PERSON TO WHOM SUCH INSIDE DEBT WILL BE OWED TO
EXECUTE AND DELIVER TO SILICON A SUBORDINATION AGREEMENT ON SILICON'S STANDARD
FORM.
(3)
SUBORDINATION AGREEMENTS. BORROWER REPRESENTS AND WARRANTS THAT
BORROWER IS NOT PRESENTLY INDEBTED TO ANY THIRD PARTY FOR BORROWED MONEY.
PRIOR
TO INCURRING ANY SUCH INDEBTEDNESS (WHICH INCURRENCE MAY ONLY OCCUR UPON
SILICON'S PRIOR WRITTEN CONSENT), BORROWER SHALL CAUSE EACH CREDITOR TO EXECUTE
AND DELIVER TO SILICON A SUBORDINATION AGREEMENT ON SILICON'S STANDARD FORM
SUBORDINATING TO THE OBLIGATIONS THE INDEBTEDNESS OF BORROWER TO ANY SUCH
CREDITOR AND SHALL CAUSE SUCH SUBORDINATION AGREEMENTS TO CONTINUE IN FULL FORCE
AND EFFECT AT ALL TIMES DURING THE TERM OF THIS AGREEMENT.
(4)
Capitalization Event.
As a condition precedent to the
effectiveness of this Agreement, receive from investors acceptable to Silicon
cash proceeds from the issuance of equity securities of the Borrower and/or
subordinated debt incurred by the Borrower in the aggregate amount of at least
$4,000,000.00 (the "Capitalization Event").
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Borrower:
SATCON TECHNOLOGY CORPORATION
By
Name:
Title
SATCON POWER SYSTEMS, INC.
By
Name:
Title
SATCON APPLIED TECHNOLOGY, INC.
By
Name:
Title
SATCON ELECTRONICS, INC.
By
Name:
Title
SATCON POWER SYSTEMS CANADA LTD.
By
Name:
Title
29
Silicon:
SILICON VALLEY BANK d/b/a
SILICON VALLEY EAST
By
/s/ John Atanasoff
Name:
John Atanasoff
Title
Senior Relationship Manager
30