Exhibit 10.2
[FORM OF SUBORDINATED CONVERTIBLE NOTE]
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY
ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
(II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER
SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD
CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND
20(a) HEREOF.
THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY,
THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET
FORTH ON THE FACE HEREOF PURSUANT TO SECTION (3)(c)(iii) OF THIS NOTE.
THE INDEBTEDNESS REPRESENTED BY THIS NOTE IS SUBORDINATED PURSUANT TO THE TERMS
OF A SUBORDINATION AGREEMENT BETWEEN HOLDER AND SILICON VALLEY BANK DATED AS OF
JUNE
, 2011 AND A SUBORDINATION AGREEMENT BETWEEN HOLDER, HORIZON CREDIT I
LLC AND VELOCITY VENTURE FUNDING, LLC DATED AS OF JUNE
, 2011.
SATCON TECHNOLOGY CORPORATION
SUBORDINATED CONVERTIBLE NOTE
Issuance Date:
June
, 2011
Original Principal Amount: $16,000,000
FOR VALUE RECEIVED, Satcon Technology Corporation, a Delaware corporation (the
"Company"), hereby promises to pay to
or
registered assigns (the "Holder") the amount set out above as the Original
Principal Amount (as reduced pursuant to the terms hereof pursuant to
redemption, conversion or otherwise, the "Principal") when due, whether upon the
Maturity Date (as defined below), on any Installment Date with respect to the
Installment Amount due on such Installment Date acceleration, redemption or
otherwise (in each case in accordance with the terms hereof) and to pay interest
("Interest") on any outstanding Principal at the applicable Interest Rate from
the date set out above as the Issuance Date (the "Issuance Date") until the same
becomes due and payable, whether upon an Interest Date (as defined below), any
Installment Date, the Maturity Date, acceleration,
conversion, redemption or otherwise (in each case in accordance with the terms
hereof).
This Subordinated Convertible Note (including all Subordinated
Convertible Notes issued in exchange, transfer or replacement hereof, this
"Note") is the Subordinated Convertible Note issued pursuant to the Securities
Purchase Agreement on the Closing Date.
Certain capitalized terms used herein
are defined in Section 30.
(1)
PAYMENTS OF PRINCIPAL.
On each Installment Date, the
Company shall pay to the Holder an amount equal to the Installment Amount due on
such Installment Date in accordance with Section 8.
On the Maturity Date, the
Company shall pay