Shares Tecogen Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2013 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • April 17th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
PLACEMENT AGENT AGREEMENTTecogen Inc. • May 20th, 2014 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
(a)The Company hereby authorizes the Placement Agent to act as its exclusive agent to solicit offers for the purchase of all or part of the Shares from the Company in connection with the proposed offering of the Shares (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior consent of the Placement Agent, solicit or accept offers to purchase the Shares otherwise than through the Placement Agent.
TECOGEN INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • December 22nd, 2011 • Tecogen Inc • Massachusetts
The undersigned (the “Investor”) desires to purchase from Tecogen 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 $___.
ContractTecogen Inc. • December 31st, 2015 • Air-cond & warm air heatg equip & comm & indl refrig equip • 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.
FORM OF Stock Option Agreement under Tecogen Inc. 2006 Stock Incentive PlanStock Option Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • 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.
SALES REPRESENTATIVE AGREEMENTSales Representative Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Massachusetts
THIS AGREEMENT made on the 20the day of October, 2009 by and between Ilios Dynamics, a Massachusetts corporation with its principal office located at 45 First Avenue, Waltham, MA, 02451 (“Ilios”), and American DG Energy, a Massachusetts corporation with an office located at 45 First Avenue, Waltham, MA (the “Representative”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • California
This Asset Purchase Agreement (the “Agreement”) is made as of January 8, 2013 (the “Effective Date”), by and between Danotek (assignment for the benefit of creditors), LLC, a Delaware limited liability company, in its sole and limited capacity as Assignee for the Benefit of Creditors of Danotek Motion Technologies, Inc. (the “Seller”), with principal offices located at 1100 La Avenida Street, Building A, Mountain View, California 94043, United States, and Tecogen, Inc., a Delaware corporation (the “Buyer”), with principal offices located at 45 First Avenue, Waltham, MA 02451.
FACILITIES AND SUPPORT SERVICES AGREEMENTFacilities and Support Services Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Massachusetts
THIS FACILITIES AND SUPPORT SERVICES AGREEMENT is effective as of July 1, 2012 between Tecogen Inc., a Delaware corporation (“Tecogen”), and American DG Energy Inc., a Delaware corporation (“ADG Energy”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Massachusetts
The undersigned (the “Investor”) desires to purchase from Tecogen Inc., a Delaware corporation (the “Company”), the number of shares (the “Shares”) of the Company’s Common Stock (the “Common Stock”) set forth on the signature page to this Agreement at the price per share set forth thereon.
FIRST AMENDMENT TO THE REVOLVING LINE OF CREDIT AGREEMENTCredit Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Massachusetts
THIS FIRST AMENDMENT TO THE REVOLVING LINE OF CREDIT AGREEMENT dated as of August 13, 2013 (this “Amendment”) between John Hatsopoulos ( “Lender”) and Tecogen Inc., a corporation organized under the laws of Delaware (“Borrower”).
SECOND AMENDMENT TO THE FACILITIES, SUPPORT SERVICES, AND BUSINESS AGREEMENTBusiness Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip
THIS SECOND AMENDMENT TO THE FACILITIES, SUPPORT SERVICES AND BUSINESS AGREEMENT dated as of November 12, 2013 (this “Amendment”) between Tecogen Inc., a Delaware corporation (“Tecogen”), and American DG Energy Inc., a Delaware corporation (“ADG Energy”).
FIRST AMENDMENT TO THE SALES REPRESENTATIVE AGREEMENTSales Representative Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip
THIS FIRST AMENDMENT TO THE SALES REPRESENTATIVE AGREEMENT dated as of November 12, 2013 (this “Amendment”) between Ilios Inc., a Massachusetts corporation with its principal office located at 45 First Avenue, Waltham, MA, 02451 and American DG Energy Inc., a Delaware corporation (“ADG Energy”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip
This Agreement is made effective the 5th day of February, 2007, by and between Wisconsin Alumni Research Foundation (hereinafter called “WARF”), a nonstock, nonprofit Wisconsin corporation, and Tecogen Inc. (hereinafter called “Licensee”), a corporation organized and existing under the laws of
CONSULTING AGREEMENTConsulting Agreement • August 29th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Massachusetts
AGREEMENT made as of August 15, 2014, between Tecogen Inc., a Delaware corporation with its principal place of business at 45 First Avenue, Waltham Massachusetts 02451 (the "Company"), and Bonnie J. Brown, an individual at 15 Greenside Lane, Acton, MA 01720 (the "Consultant").
FIRST AMENDMENT TO THE FACILITIES, SUPPORT SERVICES, AND BUSINESS AGREEMENTAnd Business Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Massachusetts
THIS FIRST AMENDMENT TO THE FACILITIES, SUPPORT SERVICES AND BUSINESS AGREEMENT dated as of July 1, 2013 (this “Amendment”) between Tecogen Inc., a Delaware corporation (“Tecogen”), and American DG Energy Inc., a Delaware corporation (“ADG Energy”).
Atlantic-Waltham Investment II, LLC Commercial LeaseTecogen Inc. • June 27th, 2014 • Air-cond & warm air heatg equip & comm & indl refrig equip • Massachusetts
In consideration of the covenants herein contained, ATLANTIC-WALTHAM INVESTMENT II, LLC, a Delaware Limited Liability Company, with a usual place of business c/o Atlantic Management Corporation, 205 Newbury Street, Framingham, Massachusetts 01701, hereinafter called LESSOR, which expression shall include successors and assigns where the context so admits, does hereby lease to Tecogen Inc., a Delaware corporation, with a usual place of business at 45 First Avenue, Waltham, MA 02451, hereinafter called LESSEE, which expression shall include successors, executors, administrators, and assigns where the context so admits, and LESSEE hereby leases from LESSOR the premises hereinafter described, from the Lease Commencement Date until the Lease Termination Date (the Lease Term) as hereinafter specified, subject to the terms and conditions hereinafter set forth:
COLLECTIVE BARGAINING AGREEMENT BETWEEN INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 68, 68A, 68B AND TECOGEN, INC. TERM OF AGREEMENT January 1, 2014 – December 31, 2016Collective Bargaining Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip
Agreement made this 1st day of January 2014 between the International Union of Operating Engineers, Local 68, 68A, 68B, AFL-CIO (“Union”) and Tecogen, Inc., (“Employer” or “the Company”).
TECOGEN INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Massachusetts
The undersigned (the “Investor”) desires to purchase from Tecogen 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 $______.
SECOND AMENDMENT TO LEASELease • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip
This SECOND AMENDMENT TO LEASE is by and between ATLANTIC-WALTHAM REALTY, LLC, a Massachusetts Limited Liability Company, with a usual place of business c/o Atlantic Management Corporation, 205 Newbury Street, Framingham, Massachusetts 01701, hereinafter called LESSOR, and Tecogen Inc., a Delaware corporation, with a usual place of business at 45 First Avenue, Waltham, MA 02451, hereinafter called LESSEE, and is dated January 16, 2013.
GENERAL MOTORS LLC CUSTOMER CARE AND AFTERSALES AGREEMENT NOVEMBER 22, 2012 PURPOSE OF AGREEMENTAftersales Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
In reliance on the ability of MIS Account to meet and perform the requirements of this Agreement, GM is willing to designate MIS Account as a Marine, Industrial & Special Sales Account. MIS Account, in reliance upon the opportunity provided to it by GM, will comply with the conditions set forth in this Agreement relating to its operation as a Marine, Industrial & Special Sales Account.
August 7, 2015Tecogen Inc. • August 13th, 2015 • Air-cond & warm air heatg equip & comm & indl refrig equip
The purpose of this letter (the “First Amendment”) is to be the first amendment to the Facilities, Support Services, and Business Agreement dated August 8, 2014 between Tecogen Inc. (the “Lessor”) and American DG Energy Inc. (the “Lessee”, and together the “Parties”) (the “Existing Agreement”).
GUARANTY AGREEMENTGuaranty Agreement • March 8th, 2019 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
This Guaranty Agreement (this "Agreement"), dated as of March 5, 2019, is made by TECOGEN INC., a Delaware corporation (the “Guarantor”), in favor of each of COGENTWO LLC, a Delaware limited liability company (the “Company”), and SDCL TG COGEN LLC, a Delaware limited liability company (the "Purchaser", and together with the Company, the “SDCL Parties”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them by the Billing Agreement dated as of the date hereof (as amended from time to time, the “Billing Agreement”) among the Guarantor and Company, and the rules of usage set forth in the Billing Agreement shall apply to this Agreement.
ContractTecogen Inc. • August 6th, 2015 • Air-cond & warm air heatg equip & comm & indl refrig equip • Massachusetts
PAYMENT OF THIS NON-REVOLVING LINE OF CREDIT NOTE AND THE RIGHTS AND REMEDIES OF THE NOTEHOLDER HEREOF ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SUBORDINATION AGREEMENT DATED AS OF JUNE 15, 2015 AMONG THE BORROWER, THE NOTEHOLDER AND MICHAELSON CAPITAL SPECIAL FINANCE FUND LP. ANY SUCCESSORS AND ASSIGNS OF THE NOTEHOLDER HEREOF SHALL BE SUBJECT TO AND BOUND BY THE TERMS AND CONDITIONS OF SUCH SUBORDINATION AGREEMENT. A COPY OF SUCH SUBORDINATION AGREEMENT MAY BE OBTAINED, UPON WRITTEN REQUEST OF ANY NOTEHOLDER HEREOF, FROM TECOGEN INC.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 8th, 2019 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of March 5, 2019, is made by and among SDCL TG COGEN LLC, a Delaware limited liability company (the “Purchaser”), and AMERICAN DG ENERGY INC., a Delaware corporation (“ADG” or the “Seller”), and TECOGEN INC., a Delaware corporation (“Tecogen” or the “Guarantor”). Purchaser, Guarantor and the Seller shall be referred to herein from time to time as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I below.
CREDIT AGREEMENT among TECOGEN INC. AND AMERICAN DG ENERGY INC. AND TTCOGEN LLC as Loan Parties and WEBSTER BUSINESS CREDIT CORPORATION, as Lender Effective Date: May 4, 2018 7501865_10.docxCredit Agreement • November 13th, 2018 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 24th, 2017 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip
THIS AMENDMENT NO. 1 (this “Amendment No. 1”), dated effective as of March 23, 2017, to that certain Agreement and Plan of Merger, dated November 1, 2016 (the “Merger Agreement”), by and among Tecogen Inc., a Delaware corporation (“Tecogen”); Tecogen.ADGE Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Tecogen (“Merger Sub”); and American DG Energy Inc., a Delaware corporation as the company to be acquired (“ADGE”), is made and entered into by Tecogen, Merger Sub and ADGE. Capitalized terms used, but not defined, herein shall have the meanings given to such terms in the Merger Agreement.
BILLING AND ASSET MANAGEMENT AGREEMENTBilling and Asset Management Agreement • March 8th, 2019 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip
THIS BILLING AND ASSET MANAGEMENT AGREEMENT (as amended, restated, modified or otherwise supplemented from time to time, this “Agreement”) is made as of March 5, 2019, by and among COGENTWO LLC, a Delaware limited liability company (the “Company”), and TECOGEN INC., a Delaware corporation (the “Asset Manager”). Each of the Company, and the Asset Manager shall be referred to herein as a “Party” and together, the “Parties”.
FACILITIES, SUPPORT SERVICES, and BUSINESS AGREEMENTFacilities, Support Services, and Business Agreement • August 14th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Massachusetts
This FACILITIES AND SUPPORT SERVICES AGREEMENT is effective as of July 1, 2014 between Tecogen Inc., a Delaware corporation (“Tecogen”), and American DG Energy Inc., a Delaware corporation (“ADG Energy”).
TECOGEN INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (Non-Employee Director Form)Non-Qualified Stock Option Award Agreement • March 9th, 2022 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT ("Award Agreement") is dated as of this ____ day of _______________, ______, by and between Tecogen Inc., a Delaware corporation (“Company”), and Participant set forth above. Unless otherwise defined herein, defined terms used in this Award Agreement shall have the meanings set forth in the Company’s 2022 Stock Incentive Plan (“Plan”).
ADVISORY AGREEMENTAdvisory Agreement • January 8th, 2018 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip
This Advisory Agreement (the "Agreement") is entered into as of the date signed below by TECOGEN INC., a Delaware corporation ("Tecogen" and, together with its subsidiaries, the "Company"), and John N. Hatsopoulos (the "Advisor").
FACILITIES AND SUPPORT SERVICES AGREEMENTFacilities and Support Services Agreement • December 21st, 2012 • Tecogen Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Massachusetts
THIS FACILITIES AND SUPPORT SERVICES AGREEMENT is effective as of July 1, 2012 between Tecogen Inc., a Delaware corporation (“Tecogen”), and American DG Energy Inc., a Delaware corporation (“ADG Energy”).
ContractTecogen Inc. • March 30th, 2016 • Air-cond & warm air heatg equip & comm & indl refrig equip • 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.
WAIVER NO. 2 UNDER CREDIT AGREEMENT2 Under Credit Agreement • March 12th, 2020 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
WAIVER NO. 2 UNDER CREDIT AGREEMENT, dated as of December 27, 2018 (this “Waiver”) with respect to the Credit Agreement, dated as of May 4, 2018, among TECOGEN INC., a Delaware corporation (“Tecogen”) AMERICAN DG ENERGY INC., a Delaware corporation (“ADGE”) and TTCOGEN LLC, a Delaware corporation (“TTCogen”, and collectively with Tecogen and ADGE, each, a “Borrower” and, collectively, the “Borrowers”), and WEBSTER BUSINESS CREDIT CORPORATION, a New York corporation (“WBCC”), individually, as lender hereunder and, collectively, as agent for itself and each other Lender Party (as hereinafter defined) (WBCC, acting in both such capacities, herein called “Lender”), as amended by Amendment No 1 to, and Waiver No. 1 under, Credit Agreement, dated as of December 7, 2018 (as so amended, the “Credit Agreement”).
AMENDMENT TO AGREEMENT REGARDING THE ASSIGNMENT OF CERTAIN MAINTENANCE AGREEMENTS This AMENDMENT effective as of February 1, 2024 by and between Tecogen Inc., a Delaware corporation (“Tecogen”), and Aegis Energy Services LLC, a Delaware limited...Tecogen Inc. • February 5th, 2024 • Air-cond & warm air heatg equip & comm & indl refrig equip
