INTERCREDITOR AGREEMENTIntercreditor Agreement • March 24th, 2010 • Perseus Partners Vii L P • Electromedical & electrotherapeutic apparatus • New York
THIS INTERCREDITOR AGREEMENT is dated as of March 19, 2010 (this “Agreement”) among PHOTOMEDEX, INC., a Delaware corporation (the “Borrower”); CLUTTERBUCK FUNDS LLC, a Delaware limited liability company (“Clutterbuck”); and PERSEUS PARTNERS VII, LP, a Delaware limited partnership (“Perseus”, and together with Clutterbuck, the “Lenders”).
ContractAssumption Agreement • March 24th, 2010 • Perseus Partners Vii L P • Electromedical & electrotherapeutic apparatus • New York
Amended and Restated Pledge and Security Agreement, dated as of March 19, 2010 (this “Pledge Agreement”), by and among PhotoMedex, Inc., a Delaware corporation (the “Borrower”), each of the subsidiaries of the Borrower that may become a party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (the Borrower and such subsidiaries of the Borrower, collectively, the “Grantors”), and Perseus Partners VII, L.P., a Delaware limited partnership (the “Secured Party” or, in its capacity as collateral agent on behalf of the Secured Party, the “Collateral Agent”).
ContractRegistration Rights Agreement • March 9th, 2009 • Perseus Partners Vii L P • Electromedical & electrotherapeutic apparatus • New York
Registration Rights Agreement, dated as of February 27, 2009 (this “Agreement”), by and among PhotoMedex, Inc., a Delaware corporation (the “Company”), and Perseus Partners VII, L.P., a Delaware limited partnership (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 11th, 2007 • Perseus Partners Vii L P • Electric services • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 1, 2007, by and among Distributed Energy Systems Corp., a Delaware corporation (the “Company”) and Perseus Partners VII, L.P., a Delaware limited partnership (the “Investor”).
ContractConsent and Waiver • March 24th, 2010 • Perseus Partners Vii L P • Electromedical & electrotherapeutic apparatus
Amendment No. 2, Consent and Waiver, dated as of March 18, 2010 (this “Amendment”) to the Securities Purchase Agreement referred to below by and between PhotoMedex, Inc., a Delaware corporation (the “Company”), and Perseus Partners VII, L.P., a Delaware limited partnership (the “Purchaser”).
Securities Purchase Agreement by and between Distributed Energy Systems Corp. and Perseus Partners VII, L.P. May 10, 2007Securities Purchase Agreement • June 11th, 2007 • Perseus Partners Vii L P • Electric services • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 10, 2007, by and between Distributed Energy Systems Corp., a Delaware corporation (the “Company”), and Perseus Partners VII, L.P., a Delaware limited partnership (the “Purchaser”). The Company and the Purchaser are sometimes referred to in this Agreement, individually, as a “Party” and, collectively, as the “Parties.” Certain capitalized terms used in this Agreement are defined in Schedule I hereto.
JOINT FILING AGREEMENTJoint Filing Agreement • June 11th, 2007 • Perseus Partners Vii L P • Electric services
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed on behalf of the undersigned with respect to the ownership of shares of Common Stock of Distributed Energy Systems Corp.
Joint Filing AgreementJoint Filing Agreement • March 9th, 2009 • Perseus Partners Vii L P • Electromedical & electrotherapeutic apparatus
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
FIRST AMENDMENT TO PURCHASE AGREEMENT, COMPANY SECURITY AND PLEDGE AGREEMENT, SUBSIDIARY SECURITY AND PLEDGE AGREEMENT AND REGISTRATION RIGHTS AGREEMENTPurchase Agreement, Company Security and Pledge Agreement • March 28th, 2008 • Perseus Partners Vii L P • Electric services • New York
FIRST AMENDMENT TO PURCHASE AGREEMENT, COMPANY SECURITY AND PLEDGE AGREEMENT, SUBSIDIARY SECURITY AND PLEDGE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT (this “First Amendment”), dated as of March 13, 2008, by and between Distributed Energy Systems Corp., a Delaware corporation (the “Company”), Northern Power Systems, Inc., a Delaware corporation (“Northern”), Proton Energy Systems, Inc., a Delaware corporation (“Proton”), Technology Drive, L.L.C., a Connecticut limited liability company (“Tech LLC”) and Perseus Partners VII, L.P., a Delaware limited partnership (the “Purchaser”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined have the respective meanings provided such terms in the Purchase Agreement referred to below.
ContractAssumption Agreement • March 24th, 2010 • Perseus Partners Vii L P • Electromedical & electrotherapeutic apparatus • New York
Guaranty Agreement, dated as of March 19, 2010, (as amended, modified or supplemented from time to time as provided herein, this “Guaranty Agreement”), among each of the subsidiaries listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of PhotoMedex, Inc., a Delaware corporation (the “Borrower”), and Perseus Partners VII, L.P., a Delaware limited partnership (the “Investor”).
