Holder of this Note shall be binding upon
and benefit the successors, assigns, heirs, administrators and transferees of
the parties.
13.
Governing Law; Jury Waiver. This Note and
all actions arising out of or in connection with this Note shall be governed by
and construed in accordance with the Laws of the State of New York, without
regard to conflict of laws provisions of the State of New York or of any other
state. IN THE EVENT OF ANY DISPUTE AMONG OR BETWEEN ANY OF THE PARTIES TO THIS
NOTE ARISING OUT OF THE TERMS OF THIS NOTE, THE PARTIES HEREBY CONSENT TO THE
EXCLUSIVE JURISDICTION OF THE COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF
NEW YORK, OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK FOR RESOLUTION OF SUCH DISPUTE, AND AGREE NOT TO CONTEST SUCH EXCLUSIVE
JURISDICTION OR SEEK TO TRANSFER ANY ACTION RELATING TO SUCH DISPUTE TO ANY
OTHER JURISDICTION. THE COMPANY AND THE HOLDER AGREE TO ACCEPT SERVICE OF
PROCESS PURSUANT TO THE PROCEDURES SET FORTH IN SECTION 11. THE PARTIES HERETO
WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR
DEFEND ANY RIGHTS UNDER THIS NOTE.
[signatures appear on following page]
A-5
IN WITNESS WHEREOF, the Company has caused this Note to be issued as of the date
first written above.
SATCON TECHNOLOGY CORPORATION
By:
Name:
Title:
SIGNATURE PAGE FOR PROMISSORY NOTE
EXHIBIT B
Form of Tranche 2 Note
THIS NOTE HAS BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF. THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
AND ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND IN COMPLIANCE WITH SUCH STATE SECURITIES LAWS, IN COMPLIANCE
WITH RULE 144 UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL OR OTHER
EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/OR
COMPLIANCE IS NOT REQUIRED.
SATCON TECHNOLOGY CORPORATION
TRANCHE 2 NOTE
$[
](the "Principal Amount")
[Date]
[Boston, Massachusetts]
FOR VALUE RECEIVED, SATCON TECHNOLOGY CORPORATION, a corporation incorporated
under the laws of the State of Delaware (the "Company"), promises to pay to the
order of
, or its registered assigns (the "Holder"), the
Principal Amount, or such lesser amount as shall then equal the outstanding
Principal Amount, together with interest thereon at a rate equal to seventeen
percent (17.0%) per annum, and computed on the basis of a year consisting of 360
days in accordance with the terms set forth in Section 2 of this promissory note
(this "Note").
This Note is a "Tranche 2 Note" issued pursuant to the Note Purchase Agreement
(the "Purchase Agreement") dated as of October 19, 2007 by and among the Company
and the purchasers party thereto. THE OBLIGATIONS DUE UNDER THIS NOTE ARE
SECURED BY A SECURITY