OR EMPLOYEE OF ANY OTHER
PURCHASER, AND NO PURCHASER OR ANY OF ITS AGENTS OR EMPLOYEES SHALL HAVE ANY
LIABILITY TO ANY OTHER PURCHASER (OR ANY OTHER PERSON) RELATING TO OR ARISING
FROM ANY SUCH INFORMATION, MATERIALS, STATEMENTS OR OPINIONS.
NOTHING CONTAINED
HEREIN OR IN ANY TRANSACTION DOCUMENT, AND NO ACTION TAKEN BY ANY PURCHASER
PURSUANT THERETO, SHALL BE DEEMED TO CONSTITUTE THE PURCHASERS AS A PARTNERSHIP,
AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR CREATE A
PRESUMPTION THAT THE PURCHASERS ARE IN ANY WAY ACTING IN CONCERT OR AS A GROUP
WITH RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENT. THE COMPANY HEREBY CONFIRMS THAT IT UNDERSTANDS AND AGREES
THAT THE PURCHASERS ARE NOT ACTING AS A "GROUP" AS THAT TERM IS USED IN SECTION
13(D) OF THE EXCHANGE ACT. EACH PURCHASER ACKNOWLEDGES THAT NO OTHER PURCHASER
HAS ACTED AS AGENT FOR SUCH PURCHASER IN CONNECTION WITH MAKING ITS INVESTMENT
HEREUNDER AND THAT NO OTHER PURCHASER WILL BE ACTING AS AGENT OF SUCH PURCHASER
IN CONNECTION WITH MONITORING ITS INVESTMENT HEREUNDER.
EACH PURCHASER SHALL BE
ENTITLED TO INDEPENDENTLY PROTECT AND ENFORCE ITS RIGHTS, INCLUDING WITHOUT
LIMITATION THE RIGHTS ARISING OUT OF THIS AGREEMENT OR OUT OF THE OTHER
TRANSACTION DOCUMENTS, AND IT SHALL NOT BE NECESSARY FOR ANY OTHER PURCHASER TO
BE JOINED AS AN ADDITIONAL PARTY IN ANY PROCEEDING FOR SUCH PURPOSE. EACH
PURCHASER REPRESENTS THAT IT HAS BEEN REPRESENTED BY ITS OWN SEPARATE LEGAL
COUNSEL IN ITS REVIEW
41
and negotiations of this Agreement and the Transaction Documents and each party
represents and confirms that Malhotra & Associates LLP represents only Iroquois
Master Fund, Ltd. in connection with this Agreement and the other Transaction
Documents.
7.19
ADJUSTMENTS IN SHARE NUMBERS AND PRICES.
IN THE EVENT OF ANY STOCK
SPLIT, SUBDIVISION, DIVIDEND OR DISTRIBUTION PAYABLE IN SHARES OF COMMON STOCK
(OR OTHER SECURITIES OR RIGHTS CONVERTIBLE INTO, OR ENTITLING THE HOLDER THEREOF
TO RECEIVE DIRECTLY OR INDIRECTLY SHARES OF COMMON STOCK), COMBINATION OR OTHER
SIMILAR RECAPITALIZATION OR EVENT OCCURRING AFTER THE DATE HEREOF, EACH
REFERENCE IN THIS AGREEMENT TO A NUMBER OF SHARES OR A PRICE PER SHARE SHALL BE
AMENDED TO APPROPRIATELY ACCOUNT FOR SUCH EVENT.
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SIGNATURE PAGES FOLLOW]
42
IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.
SATCON TECHNOLOGY
CORPORATION
By:
/s/ David B. Eisenhaure
Name: David B. Eisenhaure
Title: Chief Executive Officer
By:
/s/ David E. O'Neil
Name: David E. O'Neil
Title: Vice President of Finance and
Treasurer
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES OF PURCHASERS FOLLOW.]
43
IROQUOIS MASTER FUND, LTD.
By:
/s/ Joshua Silverman
Name:
Joshua Silverman
Title:
Authorized Signatory
Note Principal Amount: $2,500,000
Address for Notice:
Iroquois Master Fund Ltd.
641 Lexington Avenue, 28th Floor
New York, NY 10022
Facsimile No.: (212) 207-3452
Telephone No.: (212) 974-3070
Attn: Joshua Silverman
With a copy