Proton Energy Systems Inc Sample Contracts

Proton Energy Systems Inc – CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT (September 23rd, 2003)

This Credit Agreement and Amendment to Security Agreement (the “Agreement”) is made as of September 22, 2003, by and between Northern Power Systems, Inc. (the “Company”), a Delaware corporation having its principal executive offices at 182 Mad River Park, P.O. Box 999, Waitsfield, Vermont 05673, and Proton Energy Systems, Inc. (the “Lender”), a Delaware corporation having its principal executive offices at 10 Technology Drive, Wallingford, Connecticut 06492.

Proton Energy Systems Inc – NORTHERN POWER SYSTEMS, INC. NOTE (September 23rd, 2003)

For value received, the undersigned hereby promises to pay to Proton Energy Systems, Inc. (the “Lender”), or order, at the head office of the Lender, the principal amount of TWO MILLION DOLLARS ($2,000,000) or such lesser amount as shall equal the aggregate unpaid principal amount of the Loan (as defined in the Agreement referred to below) made by the Lender to the undersigned pursuant to the Agreement, on the Termination Date (as defined in the Agreement referred to below) or such earlier date as may be so provided in the Agreement, in lawful money of the United States and in immediately available funds, in the amounts and on the dates provided in the Agreement and to pay interest on the unpaid principal amount of the Loan represented by this Note, at said office, in like money and funds, for the period commencing on the date hereof until paid in full, at the rates per annum and on the dates provided in the Agreement.

Proton Energy Systems Inc – BONDING SUPPORT AGREEMENT (May 22nd, 2003)

Exhibit 99.2 BONDING SUPPORT AGREEMENT This Bonding Support Agreement (the "Agreement") is entered into as of May 22, 2003 by and between Northern Power Systems, Inc., a corporation organized under the laws of Delaware (the "Company") and Proton Energy Systems, Inc., a corporation organized under the laws of Delaware (the "Guarantor"). WHEREAS, in the transaction of its activities (including but not limited to engineering, procurement and construction activities), the Company is required from time to time to provide its customers or suppliers with bonds or letters of credit (together, the "Bonds") issued by third parties (the "Sureties"), to secure the Company's contractual and/or payment performance; WHEREAS, in connection with the issuance of such Bonds, the Company is required to enter into reimbursement or general indemnity agreements, examples of which are att

Proton Energy Systems Inc – AGREEMENT AND PLAN OF CONTRIBUTION AND MERGER (May 22nd, 2003)

Exhibit 2.1 AGREEMENT AND PLAN OF CONTRIBUTION AND MERGER BY AND AMONG PROTON ENERGY SYSTEMS, INC., PES NEW PARENT, INC., PES-1 MERGER SUB, INC., PES-2 MERGER SUB, INC., AND NORTHERN POWER SYSTEMS, INC. May 22, 2003 AGREEMENT AND PLAN OF CONTRIBUTION AND MERGER Agreement entered into as of May 22, 2003 by and among Proton Energy Systems, Inc., a Delaware corporation ("Parent"), PES New Parent, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("New Parent"), PES-1 Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of New Parent ("Merger Sub I"), PES-2 Merger Sub, Inc., a Delaware co

Proton Energy Systems Inc – SECURITY AGREEMENT (May 22nd, 2003)

Exhibit 99.3 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of May 22, 2003, between Northern Power Systems, Inc., a Delaware corporation having its principal place of business at 182 Mad River Park, Waitsfield, Vermont 05673 (the "Company"), and Proton Energy Systems, Inc., a Delaware corporation having its principal place of business at 10 Technology Drive, Wallingford, Connecticut 06492 (the "Secured Party"). WHEREAS, the Company has entered into a Bonding Support Agreement dated as of May __, 2003, (as amended and in effect from time to time, the "Support Agreement"), with the Secured Party, pursuant to which the Secured Party, subject to the terms and conditions contained therein, shall provide credit support to the Company; and WHEREAS, it is a condition precedent to the Secured Party's providing any credit support to the Company under the Support Agreement tha

Proton Energy Systems Inc – CONSTRUCTION MORTGAGE NOTE (March 29th, 2002)

CONSTRUCTION MORTGAGE NOTE -------------------------- $6,975,000.00 December , 2001 --- Stamford, Connecticut 1. FOR VALUE RECEIVED, the undersigned, TECHNOLOGY DRIVE LLC, a Connecticut limited liability company, with a notification address at 50 Inwood Drive, Rocky Hill, Connecticut 06067 (the "Maker"), promises to pay to the order of WEBSTER ----- BANK, a federal savings bank chartered under the laws of the United States (the "Lender"), at its office located at City Place II, 185 Asylum Street, Hartford, ------ Connecticut 06103, or at such other place as the holder hereof (including the Lender, hereinafter referred to as the "Holder"), may designate, the principal ------ sum of SI

Proton Energy Systems Inc – CONSTRUCTION LOAN AGREEMENT (March 29th, 2002)

WEBSTER BANK CONSTRUCTION LOAN AGREEMENT DATED AS OF DECEMBER , 2001 --- BETWEEN WEBSTER BANK ("LENDER"), TECHNOLOGY DRIVE LLC ("BORROWER") LOCATION OF PROPERTY: 8 Technology Drive MedWay Business Park Wallingford, Connecticut AGREEMENT made this day of December, 2001, by and between TECHNOLOGY ----- DRIVE LLC, a Connecticut limited liability company, having a principal place of business located at 50 Inwood Road, Rocky Hill, Connecticut 06067 (referred to as the "Borrower") and WEBSTER BANK, a federal savings bank chartered under the laws of the United States of America, having an office located at C

Proton Energy Systems Inc – GUARANTY AGREEMENT (March 29th, 2002)

GUARANTY AGREEMENT ------------------ THIS GUARANTY, made as of this day of December, 2001, by PROTON ENERGY --- SYSTEMS, INC., a Delaware corporation, with a notification address at 50 Inwood Road, Rocky Hill, Connecticut 06067 (the "Guarantor") to WEBSTER BANK, a federal --------- savings bank chartered under the laws of the United States of America, having an office located at City Place II, 185 Asylum Street, Hartford, Connecticut 06103, (the "Lender"). ------ Background ---------- A. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in a certain Open-End Construction Mortgage Deed and Security Agreement (the "Mortgage and Security Agreement") dated as of the date hereof -------------------------

Proton Energy Systems Inc – OPEN-END CONSTRUCTION MORTGAGE DEED AND SECURITY AGREEMENT (March 29th, 2002)

OPEN-END CONSTRUCTION MORTGAGE DEED AND SECURITY AGREEMENT Mortgagor: TECHNOLOGY DRIVE LLC Mortgagor's Notice Address: 50 Inwood Road Rocky Hill, Connecticut 06067 Mortgagee: WEBSTER BANK Mortgagee's Notice Address: City Place II, 185 Asylum Street Hartford, Connecticut 06103 Dated: December , 2001 ----- After recording, please return to: Shipman & Goodwin LLP One Landmark Square, Suite 1700 Stamford, Connecticut 06901-2676 Attention: Donald R. Gustafson, Esq. OPEN-END CONSTRUCTION MORTGAGE DEED AND SECURITY AGREEMENT TO ALL PEOPLE TO WHOM THESE PRESENTS SHALL COME, GREETINGS: KNOW YE, TECHNOLOGY DRIVE LLC, a Connecticut limited liability company, with a notification address of 50 Inwood Road, Rocky Hill, Connecticut 06067 (hereinafter called "Mortgagor"), for the consideration of Ten Dollars ($10.00) and other good and v

Proton Energy Systems Inc – SECURED PROMISSORY NOTE (November 13th, 2001)

Exhibit 10.17 SECURED PROMISSORY NOTE October 4, 2001 $275,000.00.00 Rocky Hill, Connecticut FOR VALUE RECEIVED, Walter W. Schroeder, III (the "Maker") promises to pay to Proton Energy Systems, Inc., a Delaware corporation (the "Company"), or order, at the offices of the Company or at such other place as the holder of this Note may designate, the principal sum of TWO HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($275,000.00), together with interest on the unpaid principal balance of this Note from time to time outstanding at the prime rate in effect from time to time. The term "prime rate" at any time shall mean the rate of interest then most recently announced by Chase Manhattan Bank as its prime rate. Principal and accrued interest shall be due and payable as follows: (i) on the last

Proton Energy Systems Inc – LEASE (March 30th, 2001)

EXHIBIT 10.13 LEASE THIS INDENTURE OF LEASE made as of the 1st day of January, 2001 by and between the Connecticut Student Loan Foundation ("Landlord") a Connecticut non profit corporation having its principal office in the Town of Rocky Hill, County of Hartford and State of Connecticut, and Proton Energy Systems, Inc., a corporation having an office and place of business in the Town of Rocky Hill, County of Hartford and State of Connecticut ("Tenant"). WITNESSETH In consideration of the mutual agreement hereinafter contained, the parties hereto agree as follows: ARTICLE 1 PREMISES Section 1.01. Landlord hereby leases to Tenant and Tenant accepts from Landlord, space on the second floor of the building known as 525 Brook Street, Rocky Hill, Connecticut (the

Proton Energy Systems Inc – FOURTH AMENDMENT OF LEASE (March 30th, 2001)

EXHIBIT 10.16 FOURTH AMENDMENT OF LEASE THIS FOURTH AMENDMENT OF LEASE made as of December 4, 2000 by and between 50 INWOOD ROAD LIMITED PARTNERSHIP, a limited partnership, organized and existing under the laws of the State of Connecticut having its place of business at c/o DaQui Belding Partners Inc. at 175 capital Boulevard, Corporate Ridge, Rocky Hill, Connecticut 06067 (hereinafter referred to as the "Landlord"), and PROTON ENERGY SYSTEMS, INC. with its principal place of business at 50 Inwood Road, Inwood Business Park, Rocky Hill, Connecticut 06067 (hereinafter referred to as the "Tenant") WITNESSETH: WHEREAS, Landlord is the owner of certain real estate known as 50 Inwood Road, Inwood Business Park, located in Rocky Hill, Connecticut (hereinafter called the "Premises"); WHEREAS, Landlord and Tenant have entered into a lease of a portio

Proton Energy Systems Inc – AGREEMENT (March 30th, 2001)

EXHIBIT 10.15 AGREEMENT THIS AGREEMENT is made as of March ___, 2001 by and among MEDWAY ASSOCIATES LIMITED PARTNERSHIP, a Connecticut limited partnership with an address of c/o FIP Corporation, 10 McKee Place, Cheshire, Connecticut 06410 ("Medway"), WE WALLINGFORD LAND, L.L.C., a Delaware limited liability company with an address of c/o Winstanley Enterprises, LLC, 150 Baker Street Extension, Suite 303, Concord, Massachusetts 01742 ("WE Wallingford"), and PROTON ENERGY SYSTEMS, INC., a Delaware corporation with an address of 50 Inwood Road, Rocky Hill, Connecticut 06070 ("Proton"). BACKGROUND: A. Medway and Winstanley Enterprises, LLC ("Winstanley") entered into a Contract of Sale dated as of November 1, 2000 (as amended, the "Medway Contract") for purchase and sale of, in part, land located on Research Parkway in Wallingford Connect

Proton Energy Systems Inc – PURCHASE AND SALE AGREEMENT (March 30th, 2001)

EXHIBIT 10.14 PURCHASE AND SALE AGREEMENT --------------------------- THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of the Effective Date by and between WE WALLINGFORD LAND, L.L.C., a Delaware limited liability company ("Seller"), and PROTON ENERGY SYSTEMS, INC, a Delaware corporation ("Purchaser"). RECITALS -------- A. Defined terms are indicated by initial capital letters. Defined terms shall have the meaning set forth herein, whether or not such terms are used before or after the definitions are set forth. B. Purchaser desires to purchase the Property and Seller desires to sell the Property, all upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby

Proton Energy Systems Inc – DEVELOPMENT, MARKETING AND DISTRIBUTION AGREEMENT (September 28th, 2000)

EXHIBIT 10.4 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [*****]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION DEVELOPMENT, MARKETING AND DISTRIBUTION AGREEMENT MATHESON TRI-GAS, INC. AND PROTON ENERGY SYSTEMS, INC. DATED AS OF NOVEMBER 10, 1999 _____________________________________________________________________________ DEVELOPMENT, MARKETING AND DISTRIBUTION AGREEMENT This Development, Marketing and Distribution Agreement, dated as of November 10, 1999 (this "Agreement"), by and between Matheson Tri-Gas, Inc., a Delaware corporation, with its princip

Proton Energy Systems Inc – DEVELOPMENT, MARKETING AND DISTRIBUTION AGREEMENT (September 18th, 2000)

EXHIBIT 10.4 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [*****]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION DEVELOPMENT, MARKETING AND DISTRIBUTION AGREEMENT MATHESON TRI-GAS, INC. AND PROTON ENERGY SYSTEMS, INC. DATED AS OF NOVEMBER 10, 1999 _____________________________________________________________________________ DEVELOPMENT, MARKETING AND DISTRIBUTION AGREEMENT This Development, Marketing and Distribution Agreement, dated as of November 10, 1999 (this "Agreement"), by and between Matheson Tri-Gas, Inc., a Delaware corporation, with its princip

Proton Energy Systems Inc – UNDERWRITING AGREEMENT (September 18th, 2000)

[7,000,000] Shares PROTON ENERGY SYSTEMS, INC. COMMON STOCK, PAR VALUE $0.01 UNDERWRITING AGREEMENT ., 2000 ., 2000 Morgan Stanley & Co. Incorporated Salomon Smith Barney Inc. Credit Suisse First Boston Corporation c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs and Mesdames: Proton Energy Systems, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the "Underwriters") [7,000,000] shares of its Common Stock, par value $0.01, (the "Firm Shares"). The Company also proposes to issue and sell to the several Underwriters not more than an additional [1,050,000] shares of its Common Stock, par value $0.01, (the "Additional Shares") if and to the extent that you, as Managers of the offering, shal

Proton Energy Systems Inc – INDEMNIFICATION AGREEMENT (September 18th, 2000)

EXHIBIT 10.12 ------------- INDEMNIFICATION AGREEMENT This Agreement is made as of the _____ day of __________ 2000, by and between Proton Energy Systems, Inc., a Delaware corporation (the "Corporation), and ____________________ ("Indemnitee"), a director or officer of the Corporation. WHEREAS, it is essential to the Corporation to retain and attract as directors and officers the most capable persons available, and WHEREAS, the substantial increase in corporate litigation subjects directors and officers to expensive litigation risks at the same time that the availability of directors' and officers' liability insurance has been severely limited, and WHEREAS, it is now and has always been the express policy of the Corporation to indemnify its directors and officers so as to provide t

Proton Energy Systems Inc – CERTIFICATE OF INCORPORATION (August 16th, 2000)

EXHIBIT 3.2 ----------- THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROTON ENERGY SYSTEMS, INC. Proton Energy Systems, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify as follows: 1. The Corporation, filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware on August 16, 1996, which original certificate was later (i) amended and restated by the Amended and Restated Certificate of Incorporation of the Corporation, as filed with the Secretary of State of the State of Delaware on May 9, 1997; (ii) amended by the Certificate of Amendment of Certificate of

Proton Energy Systems Inc – CERTIFICATE OF INCORPORATION (August 16th, 2000)

EXHIBIT 3.1 ----------- SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROTON ENERGY SYSTEMS, INC. Proton Energy Systems, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify as follows: 1. The Corporation filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware on August 16, 1996, which original certificate was later (i) amended and restated by the Amended and Restated Certificate of Incorporation of the Corporation, as filed with the Secretary of State of the State of Delaware on May 9, 1997; (ii) amended by the Certificate of Amendment of Certificate of I

Proton Energy Systems Inc – THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE (June 21st, 2000)

EXHIBIT 10.8 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH WARRANT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE. THIS WARRANT AND THE SHARES OF PREFERRED STOCK ISSUED UPON ITS EXERCISE AND THE SHARES OF COMMON STOCK ISSUED UPON CONVERSION OF SUCH PREFERRED STOCK ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT. THIS WARRANT IS EXERCISABLE ONLY AT THE TIMES SET FORTH IN SECTION 1 OF THIS WARRANT. Warrant No. ___ Number of Shares: _________ (subject to adjustment as set for

Proton Energy Systems Inc – SERIES C PREFERRED STOCK PURCHASE AGREEMENT (June 21st, 2000)

EXHIBIT 10.7 SERIES C PREFERRED STOCK PURCHASE AGREEMENT ------------------------------------------- This Agreement dated as of April 12, 2000 is entered into by and among Proton Energy Systems, Inc., a Delaware corporation (the "Company"), the Purchasers and Prior Purchasers whose names are listed on Exhibit A attached hereto, and, solely for the purpose of Sections 7 and 15 below, the Founders whose names are signed below. WHEREAS, the parties hereto desire to provide for the purchase and sale of certain securities of the Company as set forth herein; NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows: 1. Authorization and Sale of Shares -------------------------------- (a) Authorization. The Company has duly authorized the sale and

Proton Energy Systems Inc – DEVELOPMENT, MARKETING AND DISTRIBUTION AGREEMENT (June 21st, 2000)

EXHIBIT 10.4 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [*****]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION DEVELOPMENT, MARKETING AND DISTRIBUTION AGREEMENT MATHESON TRI-GAS, INC. AND PROTON ENERGY SYSTEMS, INC. DATED AS OF NOVEMBER 10, 1999 _____________________________________________________________________________ DEVELOPMENT, MARKETING AND DISTRIBUTION AGREEMENT This Development, Marketing and Distribution Agreement, dated as of November 10, 1999 (this "Agreement"), by and between Matheson Tri-Gas, Inc., a Delaware corporation, with its princip

Proton Energy Systems Inc – 2000 Employee Stock Purchase Plan (June 21st, 2000)

EXHIBIT 10.3 ------------ PROTON ENERGY SYSTEMS, INC. 2000 Employee Stock Purchase Plan --------------------------------- The purpose of this 2000 Employee Stock Purchase Plan (the "Plan") of Proton Energy Systems, Inc. (the "Company") is to provide eligible employees of the Company and certain of its subsidiaries with opportunities to purchase shares of the Company's common stock, par value $0.01 per share (the "Common Stock"). Two Hundred Fifty Thousand (250,000) shares of Common Stock in the aggregate have been approved for this purpose. This Plan is intended to qualify as an "employee stock purchase plan" as defined in Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder, and shall be interpreted cons

Proton Energy Systems Inc – DISTRIBUTION AGREEMENT (June 21st, 2000)

EXHIBIT 10.5 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [*****]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION DISTRIBUTION AGREEMENT ---------------------- THIS AGREEMENT is made as of this 24th day of November, 1999 (the "Effective Date"), by and between Proton Energy Systems, Inc., a corporation duly organized and existing under the laws of Delaware, U.S.A., having its principal place of business at 50 Inwood Road, Rocky Hill, Connecticut 06067, U.S.A., ("Proton") and Diamond Lite Limited, a corporation duly organized and existing under the laws of Switzerland, having its principal place of business at Industrie Hegi, 9425 Thal, Switzerland (the "

Proton Energy Systems Inc – 5. CONTRACT NUMBER 6. EFFECTIVE DATE 7. PROCUREMENT REQUEST NUMBER 8. VENDOR CODE (June 21st, 2000)

EXHIBIT 10.10 ---------------------------------------------------------------------------------------------------------------------- National Aeronautics and Space Administration NASA SBIR Contract ---------------------------------------------------------------------------------------------------------------------- 1. DPAS 2. PPC 3. INITIATING OFFICE 4. PAGE DO-C9 HS 0612 1 of 10 ---------------------------------------------------------------------------------------------------------------------- 5. CONTRACT NUMBER 6. EFFECTIVE DATE 7. PROCUREMENT REQUEST NUMBER 8. VENDOR CODE NAS3-00013

Proton Energy Systems Inc – NOTICE OF FINANCIAL ASSISTANCE AWARD (June 21st, 2000)

EXHIBIT 10.11 ------------- U.S. DEPARTMENT OF ENERGY NOTICE OF FINANCIAL ASSISTANCE AWARD Under the authority of Public Law 102-486, Energy Policy Act of 1992 and ---------------------------------------- subject to legislation, regulations and policies applicable (cite legislative program) NA ---------------------------------------------------------------------------------------------------------------------------------- 2. INSTRUMENT TYPE 1. PROJECT TITLE Integrated Renewable Hydrogen Utility System [_] GRANT [X] COOPERATIVE AGREEMENT ---------------------------------------------------------------

Proton Energy Systems Inc – 1996 STOCK OPTION PLAN (June 21st, 2000)

EXHIBIT 10.1 PROTON ENERGY SYSTEMS, INC. 1996 STOCK OPTION PLAN August 22, 1996 1. Purpose. -------- The purpose of this plan (the "Plan") is to secure for Proton Energy Systems, Inc. (the "Company") and its shareholders the benefits arising from capital stock ownership by employees, officers and directors of, and consultants or advisors to, the Company and its parent and subsidiary corporations who are expected to contribute to the Company's future growth and success. Except where the context otherwise requires, the term "Company" shall include the parent and all present and future subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (the "Code"). Those provisions of the Plan which make express reference t

Proton Energy Systems Inc – THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS (June 21st, 2000)

EXHIBIT 10.9 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT ----------------------------------------------- Date: February ___, 1998 Number of Shares: 50,000 (subject to adjustment) PROTON ENERGY SYSTEMS, INC. --------------------------- Common Stock Purchase Warrant ----------------------------- (Void after February ___, 2008) Proton Energy Systems, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Electric Power Research Institute, Inc., or its registered assigns (the "Registered Holder"),

Proton Energy Systems Inc – LEASE AGREEMENT (June 21st, 2000)

EXHIBIT 10.6 LEASE AGREEMENT --------------- THIS LEASE AGREEMENT IS MADE AND ENTERED INTO AS OF THIS 27th day of May, 1997, by and between 50 INWOOD ROAD LIMITED PARTNERSHIP (hereinafter referred to as "Landlord") and PROTON ENERGY SYSTEMS, INC. (hereinafter referred to as "Tenant"); 1. Summary of Terms ---------------- 1.1 Terms. This Lease Agreement (hereinafter referred to as the "Lease") is ----- entered into upon the specific terms (hereinafter referred to as "Terms") specified in this Section 1 and upon the other terms and conditions specified elsewhere in this Lease. 1.2 Landlord and Tenant. The names and mailing address of Landlord and ------------------- Tenant are: Landlord Tenant -------- ------

Proton Energy Systems Inc – 2000 Stock Incentive Plan (June 21st, 2000)

EXHIBIT 10.2 ------------ PROTON ENERGY SYSTEMS, INC. 2000 Stock Incentive Plan ------------------------- 1. Purpose ------- The purpose of this 2000 Stock Incentive Plan (the "Plan") of Proton Energy Systems, Inc., a Delaware corporation (the "Company"), is to advance the interests of the Company's stockholders by enhancing the Company's ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and performance-based incentives and thereby better aligning the interests of such persons with those of the Company's stockholders. Except where the context otherwise requires, the term "Company" shall include any of the Company's present