EUROSITE POWER INC. FORM OF COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 16th, 2011 • Eurosite Power Inc • Massachusetts
The undersigned (the “Investor”) desires to purchase from EuroSite Power Inc., a Delaware corporation (the “Company”), ____________ shares of its Common Stock, par value $.001 per share (the “Common Stock”). The purchase price for each share of Common Stock is $1.00.
ContractEurosite Power Inc • August 16th, 2011 • Delaware
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY STATE SECURITIES LAWS WHICH MAY BE APPLICABLE. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL BEFORE IT EFFECTS ANY TRANSFER ON ITS BOOKS AND RECORDS OF THIS WARRANT OR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF.
EuroSite Power Inc. FORM OF STOCK OPTION AGREEMENT UNDER EuroSite Power Inc. 2011 Stock Incentive PlanStock Option Agreement • January 13th, 2012 • Eurosite Power Inc • Electric & other services combined • Delaware
This option satisfies in full all commitments that the Company has to the Optionee with respect to the issuance of stock, stock options or other equity securities.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2016 • Eurosite Power Inc. • Electric & other services combined • New York
THIS REGISTRATION RIGHTS AGREEMENT is made as of the _______ day of _______________, 2016, by and among EuroSite Power, Inc., a Delaware corporation (the “Company”), and each of the subscribers (each, a “Subscriber”) for shares of the Company’s Common Stock pursuant to Subscription Agreements of even date herewith as listed on Schedule A hereto (the “Shares”). The parties hereby agree as follows:
4% SENIOR CONVERTIBLE NOTES DUE 2018Noteholders Agreement • June 9th, 2014 • Eurosite Power Inc. • Electric & other services combined • New York
NOTEHOLDERS AGREEMENT (this “Agreement”), dated as of _______________, 2014, among EuroSite Power Inc., a Delaware corporation (the “Company”), American DG Energy Inc., a Delaware corporation, as guarantor (the “Guarantor”), and the holders of the Company’s 4% Senior Convertible Notes due 2018 as set forth on the list of Holders attached to this Agreement as Schedule 1 (such notes, as amended or supplemented from time to time, the “Notes,” each a “Note,” and such holders, the “Holders”).
CONSULTING AGREEMENTConsulting Agreement • September 27th, 2013 • Eurosite Power Inc. • Electric & other services combined • Massachusetts
AGREEMENT made as of September 27, 2013, between EuroSite Power Inc., a Delaware corporation with its principal place of business at 45 First Avenue, Waltham Massachusetts 02451 (the "Company"), and Anthony S. Loumidis, an individual at 19 Frost Lane, Sudbury, MA 01776 (the "Consultant").
ContractEurosite Power Inc • January 13th, 2012 • Electric & other services combined • England and Wales
Neither this document, nor any stock option agreement connected with it, is an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the UK Sub-Plan to the EuroSite Power Inc. 2011 Stock Incentive Plan (the "Sub-Plan"). The Sub-Plan is exclusively available to bona fide employees and former employees of EuroSite Power Inc., EuroSite Power Limited and any other UK Subsidiary.
THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE OR AS PAYMENT OF INTEREST ON THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD OR OTHERWISE...Eurosite Power Inc. • February 25th, 2014 • Electric & other services combined
THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE OR AS PAYMENT OF INTEREST ON THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT IS IN EFFECT, (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR (III) SUCH OFFER OR TRANSFER IS MADE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
Separation and Release of Claims AgreementSeparation and Release of Claims Agreement • February 9th, 2015 • Eurosite Power Inc. • Electric & other services combined • Massachusetts
This Separation and Release of Claims Agreement ("Agreement") is entered into by and between American DG Energy Inc., a Delaware Corporation, (the "Employer") on behalf of itself, its subsidiary EuroSite Power Inc., its related party Ilios Dynamics Inc, its related party Tecogen Inc and each of their respective employees, officers, directors, owners, shareholders and agents (collectively referred to herein as the "Employer Group"), and Barry Sanders (the "Employee") (the Employer and the Employee are collectively referred to herein as the "Parties") as of February 6, 2015 (the "Execution Date").
PLACEMENT AGENCY AGREEMENT BETWEEN THE COMPANY AND MERRIMAN CAPITAL INC.Placement Agency Agreement • August 20th, 2012 • Eurosite Power Inc • Electric & other services combined • California
ContractEurosite Power Inc • November 26th, 2012 • Electric & other services combined • Delaware
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY STATE SECURITIES LAWS WHICH MAY BE APPLICABLE. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL BEFORE IT EFFECTS ANY TRANSFER ON ITS BOOKS AND RECORDS OF THIS WARRANT OR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF.
ContractEurosite Power Inc. • June 18th, 2013 • Electric & other services combined
THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE OR AS PAYMENT OF INTEREST ON THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ANY APPLICABLE EXEMPTION THEREFROM.
PLACEMENT AGENCY AGREEMENT BETWEEN THE COMPANY AND SCARSDALE EQUITIES LLCPlacement Agency Agreement • September 11th, 2012 • Eurosite Power Inc • Electric & other services combined • New York
This letter agreement (the “Agreement”) will confirm the engagement of Scarsdale Equities LLC (“Scarsdale”) on September 6, 2012, during the period ending December 31, 2012, to serve as a non-exclusive advisor (“Advisor”) for EuroSite Power Inc. (the “Company”) for the purpose of advising and assisting the Company on introductions to potential investors in the securities of the Company.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 18th, 2016 • Eurosite Power Inc. • Electric & other services combined • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into by and between EuroSite Power Inc., a Delaware corporation (the “Company”), and the subscriber identified on the signature pages hereto (the “Subscriber”) as of the date of the Company’s acceptance.
EUROSITE POWER LIMITED SERVICE AGREEMENT BETWEEN EUROSITE POWER LIMITED AND PAUL J. HAMBLYNService Agreement • September 23rd, 2011 • Eurosite Power Inc • Electric & other services combined • England and Wales
REVOLVING LINE OF CREDIT NOTE June 19, 2015Credit Note • July 9th, 2015 • Eurosite Power Inc. • Electric & other services combined • Massachusetts
FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein,Eurosite Power Inc ., a Delaware Corporation with a principal business address of 45 First Avenue, Waltham, MA 02451 (the “Borrower”), hereby unconditionally promises to pay to the order of Elias Samaras of 83 Cambridge Parkway, Cambridge, MA 02142 (the “Noteholder”, and together with the Borrower, the “Parties”), the principal amount of One Million Dollars ($1,000,000) (the “Maximum Revolving Credit”), or so much of the Maximum Revolving Credit as has been advanced from time to time by the Noteholder pursuant to Section 2.2 hereof, together with interest on all unpaid balances under this Revolving Line of Credit Note (as may be amended, modified or extended from time to time, this “Note”) at the applicable interest rate set forth in this Note.
Stock Option Agreement under THE UK SUB-PLAN TO THE EuroSite Power Inc. 2011 Stock Incentive PlanStock Option Agreement • August 28th, 2014 • Eurosite Power Inc. • Electric & other services combined • Delaware
This option satisfies in full all commitments that the Company has to the Optionee with respect to the issuance of stock, stock options or other equity securities.
MASTER ASSIGNMENT OF RECEIVABLES AGREEMENT DATE: IV}~ 3rP{ 2016 PARTIES: 1. EUROSITE POWER LIMITED, (reg. no. 07379560) whose registered office is at Sky View, Argosy Road, Castle Donington, Derby DE74 2SA. (the "Assignor''); and 2. SOCIETE GENERALE...Receivables Agreement • March 9th, 2016 • Eurosite Power Inc. • Electric & other services combined
EUROSITE POWER INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 20th, 2012 • Eurosite Power Inc • Electric & other services combined • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ______________ __, 2012 between EuroSite Power Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 26th, 2012 • Eurosite Power Inc • Electric & other services combined • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of November 21, 2012, is by and among EuroSite Power Inc., a Delaware corporation (the “Company”), and the subscriber identified on the signature page hereto (the “Subscriber”).
AMENDED AND RESTAED PLACEMENT AGENCY AGREEMENT BETWEEN THE COMPANY AND SCARSDALE EQUITIES LLCAnd Restaed Placement Agency Agreement • October 17th, 2012 • Eurosite Power Inc • Electric & other services combined • New York
This letter agreement (the “Agreement”) amends and restates the letter agreement entered into by and between Scarsdale Equities LLC (“Scarsdale”) and EuroSite Power Inc. (the “Company”), dated as of September 6, 2012, and confirms the engagement of Scarsdale to serve as a non-exclusive advisor for the Company until November 12, 2012, for the purpose of advising and assisting the Company on introductions to potential investors in the securities of the Company.
EOOM EDOM ~EOOM EOOM COLLABORA TlON AGREEMENT THIS COLLABORA TION AGREEMENT is among the following parties: EuroSite Power Limited, with its principal place of business at Suite E1, Fembank House, Tytherington Business Park, Macclesfield SK1O 2XA...Eoom Collabora Tlon Agreement • March 30th, 2016 • Eurosite Power Inc. • Electric & other services combined
ContractEurosite Power Inc • November 26th, 2012 • Electric & other services combined • Delaware
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY STATE SECURITIES LAWS WHICH MAY BE APPLICABLE. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL BEFORE IT EFFECTS ANY TRANSFER ON ITS BOOKS AND RECORDS OF THIS WARRANT OR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF.
Amended and Restated Placement Agency AgreementLetter Agreement • November 14th, 2012 • Eurosite Power Inc • Electric & other services combined • New York
This letter agreement (the “Agreement”) amends and restates the letter agreement entered into by and between Scarsdale Equities LLC (“Scarsdale”) and EuroSite Power Inc. (the “Company”), dated as of October 12, 2012, and confirms the engagement of Scarsdale to serve as a non-exclusive advisor for the Company until January 31, 2013, for the purpose of advising and assisting the Company on introductions to potential investors in the securities of the Company.
