Satcon Technology Corp Sample Contracts

Satcon Technology Corp – SETTLEMENT AGREEMENT (December 13th, 2012)

This Settlement Agreement (this “Agreement”) is made effective as of the Effective Date (as defined herein) by and among Satcon Technology Corporation, a Delaware corporation, having a principal place of business at 25 Drydock Avenue, Boston, MA 02210, U.S.A. (“Satcon”), Perfect Galaxy International Limited (“Perfect Galaxy”), a company registered under the laws of the British Virgin Islands, having a principal mailing address at 4/F., Block C, Sea View Estate, 2 — 8 Watson Road, North Point, Hong Kong SAR and an affiliate of China Electronics Great Wall Energy (Shenzhen) Co., Ltd. (f/k/a Excellstor Greatwall Information Product (Shenzhen) Ltd.) (“Great Wall”); and Great Wall.  Satcon, Perfect Galaxy and Great Wall may be collectively referred to herein as the “Parties” and either of them may be referred to herein as a “Party”.  Great Wall and Perfect Galaxy, together with their affiliates may be collectively referred to herein as the “Great Wall Parties”.

Satcon Technology Corp – UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (November 19th, 2012)

And Now, this 14th day of November 2012, the above-captioned debtors and debtors-in-possession (collectively, the “Debtors”) and Capital Ventures International (“CVI”), by and through their undersigned counsel, stipulate and agree to the following terms and conditions resolving CVI’s Motion Pursuant to 11 U.S.C. §§ 105(a) and 541 for Turn Over of Non-Estate Property Consisting of Shares Common Stock of Satcon Technology Corp. Issuable Pursuant to Convertible Promissory Note (the “Motion”):

Satcon Technology Corp – AMENDMENT TO THE SATCON TECHNOLOGY CORPORATION 2010 EMPLOYEE STOCK PURCHASE PLAN (August 9th, 2012)

WHEREAS, Satcon Technology Corporation, a Delaware corporation (the “Company”), adopted the Satcon Technology Corporation 2010 Employee Stock Purchase Plan (the “Plan”); and

Satcon Technology Corp – SECOND AMENDMENT TO THE SATCON TECHNOLOGY CORPORATION 2010 EMPLOYEE STOCK PURCHASE PLAN (August 9th, 2012)

WHEREAS, Satcon Technology Corporation, a Delaware corporation (the “Company”), adopted the Satcon Technology Corporation 2010 Employee Stock Purchase Plan (the “Plan”); and

Satcon Technology Corp – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF SATCON TECHNOLOGY CORPORATION Pursuant to Section 242 of the General Corporation Law of the State of Delaware (July 19th, 2012)

Satcon Technology Corporation (hereinafter called the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

Satcon Technology Corp – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF SATCON TECHNOLOGY CORPORATION Pursuant to Section 242 of the General Corporation Law of the State of Delaware (June 25th, 2012)

Satcon Technology Corporation (hereinafter called the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

Satcon Technology Corp – CONTRACT MANUFACTURING AGREEMENT by and between PERFECT GALAXY INTERNATIONAL LIMITED and SATCON TECHNOLOGY CORPORATION Dated: February 6, 2012 (May 10th, 2012)

This Contract Manufacturing Agreement (this “Agreement”), is made and entered into as of February 6, 2012 (the “Effective Date”), by and between Perfect Galaxy International Limited, a company registered under the laws of the British Virgin Islands, having a principal mailing address at 4/F., Block C, Sea View Estate, 2 — 8 Watson Road, North Point, Hong Kong SAR, (hereinafter referred to as “Perfect Galaxy”) and Satcon Technology Corporation, a company registered under the laws of the state of Delaware of the United States of America, having a principal place of business at 25 Drydock Avenue, Boston, MA 02210, U.S.A. (“Satcon”).  Perfect Galaxy and Satcon are sometimes hereinafter referred to collectively as the “Parties” or individually as a “Party.”

Satcon Technology Corp – SATCON TECHNOLOGY CORPORATION, as Issuer, and , as Trustee INDENTURE Dated as of , 20 (April 6th, 2012)

INDENTURE dated as of                               , 20       between Satcon Technology Corporation, a Delaware corporation, as Issuer (the “Issuer”), and                                                 , as trustee (the “Trustee”).

Satcon Technology Corp – PRESS RELEASE SATCON ANNOUNCES RESTRUCTURING INITIATIVE AS PART OF LONG-TERM STRATEGIC PLAN (January 4th, 2012)

Boston, Massachusetts — January 4, 2012- Satcon Technology Corporation® (NASDAQ CM: SATC) today announced a set of cost reduction initiatives as part of the company’s strategic plan to improve its financial performance and align its global workforce and operations infrastructure.

Satcon Technology Corp – CAPITAL VENTURES INTERNATIONAL c/o Heights Capital Management, Inc. (December 2nd, 2011)

Reference is made to that Subordinated Convertible Note, dated June 30, 2011 (the “Note”) issued by Satcon Technology Corporation (the “Company”) to Capital Ventures International (“CVI”).  Capitalized terms not defined in this amendment agreement (this “Amendment”) have the respective meanings ascribed to them in the Note.

Satcon Technology Corp – $35,000,000 SENIOR SECURED CREDIT FACILITIES AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 22, 2011, among SATCON TECHNOLOGY CORPORATION SATCON POWER SYSTEMS, INC. SATCON ELECTRONICS, INC. SATCON POWER SYSTEMS CANADA LTD. as the Borrowers, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, and SILICON VALLEY BANK, as Administrative Agent, Issuing Lender and Swingline Lender (August 9th, 2011)

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of April 22, 2011, is entered into by and among SATCON TECHNOLOGY CORPORATION, a Delaware corporation (“Satcon Technology”), SATCON POWER SYSTEMS, INC., a Delaware corporation (“Satcon Power”), SATCON ELECTRONICS, INC., a Delaware corporation (“Satcon Electronics”), and SATCON POWER SYSTEMS CANADA LTD., an Ontario corporation (“Satcon Canada”) (Satcon Technology, Satcon Power, Satcon Electronics and Satcon Canada are hereinafter referred to, individually, as a “Borrower” and collectively, jointly and severally, as the “Borrowers”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each, a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK, as the Issuing Lender and the Swingline Lender, and SILICON VALLEY BANK (“SVB”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Satcon Technology Corp – FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (August 9th, 2011)

This First Amendment to Amended and Restated Credit Agreement (this “First Amendment”) is entered into as of June 30, 2011 by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 as administrative agent (“Administrative Agent”) and as a lender (“Lender”), and SATCON TECHNOLOGY CORPORATION, a Delaware corporation (“Satcon”); SATCON POWER SYSTEMS, INC., a Delaware corporation (“Power”); SATCON ELECTRONICS, INC., a Delaware corporation (“Electronics”), each with offices located at 27 Drydock Avenue, Boston, Massachusetts 02210; and SATCON POWER SYSTEMS CANADA LTD., a corporation organized under the laws of the Province of Ontario, Canada with offices located at 835 Harrington Court, Burlington, Ontario L7N 3P3 (the “Canadian Borrower”; and together with Satcon, Power and Electronics, individua

Satcon Technology Corp – MANUFACTURING AND PURCHASE AGREEMENT RENEWAL AGREEMENT (August 9th, 2011)

Reference is made to the Manufacturing and Purchase Agreement, dated December 18, 2008, by and between ESGW International Limited (“ExcelStor”) and Satcon Technology Corporation (“Satcon”) (the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Agreement.

Satcon Technology Corp – SECURITIES PURCHASE AGREEMENT (July 5th, 2011)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 29, 2011, is by and among Satcon Technology Corporation, a Delaware corporation with offices located at 27 Drydock Avenue, Boston, MA 02210 (the “Company”), and *** (the “Buyer”).

Satcon Technology Corp – Agreement to Amend Warrant (July 5th, 2011)

This Agreement to Amend Warrant (this “Agreement”) is made on June 30, 2011, by and between Satcon Technology Corporation, a Delaware corporation (the “Company”), and Velocity Venture Funding, LLC, a Delaware limited liability company, as assignee and successor in interest to Velocity Venture Holdings, LLC (the “Holder”).

Satcon Technology Corp – Agreement to Amend Warrant (July 5th, 2011)

This Agreement to Amend Warrant (this “Agreement”) is made on June 30, 2011, by and between Satcon Technology Corporation, a Delaware corporation (the “Company”), and Horizon Credit I LLC, a Delaware limited liability company, as assignee and successor in interest to Compass Horizon Funding Company LLC (the “Holder”).

Satcon Technology Corp – [FORM OF SUBORDINATED CONVERTIBLE NOTE] (July 5th, 2011)

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) 

Satcon Technology Corp – REGISTRATION RIGHTS AGREEMENT (July 5th, 2011)

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of                   , 2011, is by and among Satcon Technology Corporation., a Delaware corporation with offices located at 27 Drydock Avenue, Boston, MA 02210 (the “Company”), and                              (the “Buyer”).

Satcon Technology Corp – NINTH LOAN MODIFICATION AGREEMENT (May 6th, 2011)

This Ninth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March        , 2011 (the “Ninth Loan Modification Effective Date”) by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and SATCON TECHNOLOGY CORPORATION, a Delaware corporation (“Satcon”); SATCON POWER SYSTEMS, INC., a Delaware corporation (“Power”); SATCON ELECTRONICS, INC., a Delaware corporation (“Electronics”), each with offices located at 27 Drydock Avenue, Boston, Massachusetts 02210; and SATCON POWER SYSTEMS CANADA LTD., a corporation organized under the laws of the Province of Ontario, Canada with offices located at 835 Harrington Court, Burlington, Ontario L7N 3P3 (the “Canadian Borrower”; and together with Satcon, Power and Electronics, individually and collectively, join

Satcon Technology Corp – AMENDED AND RESTATED BYLAWS OF SATCON TECHNOLOGY CORPORATION (March 16th, 2011)
Satcon Technology Corp – AMENDED AND RESTATED BYLAWS OF SATCON TECHNOLOGY CORPORATION (March 16th, 2011)
Satcon Technology Corp – SECURITIES CONVERSION AGREEMENT (March 15th, 2011)

This Securities Conversion Agreement ("Agreement") is made as of this 15th day of October, 2010, by and between Satcon Technology Corporation, a Delaware corporation (the "Company"), and each person listed on the Schedule of Investors attached hereto as Exhibit A (each, an "Investor" and collectively, the "Investors"). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Certificate of Designation (as defined below).

Satcon Technology Corp – SATCON TECHNOLOGY CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT (March 15th, 2011)
Satcon Technology Corp – Press Release SATCON ADOPTS STOCKHOLDER RIGHTS PLAN (January 7th, 2011)

Boston, Massachusetts — January 7, 2011 - Satcon Technology Corporation® (NASDAQ CM:SATC), a leading provider of utility scale power conversion solutions for the renewable energy market, announced today that its Board of Directors adopted a stockholder rights plan (the “Rights Plan”) designed to preserve the value of significant tax assets associated with the Company’s tax net operating loss carryforwards (“NOLs”) under Section 382 of the Internal Revenue Code.

Satcon Technology Corp – RIGHTS AGREEMENT between SATCON TECHNOLOGY CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent Dated as of January 6, 2011 (January 7th, 2011)

RIGHTS AGREEMENT, dated as of January 6, 2011 (the “Agreement”), between Satcon Technology Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).

Satcon Technology Corp – EIGHTH LOAN MODIFICATION AGREEMENT (November 8th, 2010)

This Eighth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of August 3, 2010 (the “Eighth Loan Modification Effective Date”) by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”) and SATCON TECHNOLOGY CORPORATION, a Delaware corporation (“Satcon”); SATCON POWER SYSTEMS, INC., a Delaware corporation (“Power”); SATCON ELECTRONICS, INC., a Delaware corporation (“Electronics”), each with offices located at 27 Drydock Avenue, Boston, Massachusetts 02210; and SATCON POWER SYSTEMS CANADA LTD., a corporation organized under the laws of the Province of Ontario, Canada with offices located at 835 Harrington Court, Burlington, Ontario L7N 3P3 (the “Canadian Borrower”; and together with Satcon, Power and Electronics, individ

Satcon Technology Corp – October 22, 2010 Satcon Technology Corporation (October 22nd, 2010)
Satcon Technology Corp – 9,000,000 Shares Satcon Technology Corporation Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT (October 22nd, 2010)
Satcon Technology Corp – · Quarterly Revenues Increase Over 450%, with Gross Margins on Target · Current Backlog Exceeds $124 million · Company Provides Guidance for Q4 2010 · Company Announces Proposed Public Offering of Shares of Common Stock · Company Announces Agreement Regarding Conversion of Series C Preferred Stock to Common Stock (October 18th, 2010)

Boston, Massachusetts — October 18, 2010 - Satcon Technology Corporation® (NASDAQ CM:SATC), a leading provider of utility-grade power conversion solutions for the renewable energy market, today provided preliminary unaudited financial results for revenue, gross margin, operating profit and net income for the Company’s third quarter ended September 30, 2010 in advance of its earnings call scheduled for October 28, 2010.

Satcon Technology Corp – SECURED PROMISSORY NOTE (August 9th, 2010)

FOR VALUE RECEIVED, each of the undersigned, SATCON TECHNOLOGY CORPORATION, a Delaware corporation (“Borrower Representative”), SATCON POWER SYSTEMS, INC., a Delaware corporation (“Satcon Power”) and SATCON ELECTRONICS, INC., a Delaware corporation (“Satcon Electronics” and, together with Borrower Representative and Satcon Power, the “Co-Borrowers” and each, a “Co-Borrower”), JOINTLY AND SEVERALLY HEREBY PROMISES TO PAY to COMPASS HORIZON FUNDING COMPANY LLC, a Delaware limited liability company (“Lender”) the principal amount of Ten Million Dollars and 00/100 Dollars ($10,000,000.00) or such lesser amount as shall equal the outstanding principal balance of the Loan (the “Loan”) made to Co-Borrowers by Lender pursuant to the Loan Agreement (as defined below), and to pay all other amounts due with respect to the Loan on the dates and in the amounts set forth in the Loan Agreement.

Satcon Technology Corp – MANUFACTURING AND PURCHASE AGREEMENT by and between ESGW INTERNATIONAL LIMITED and SATCON TECHNOLOGY CORPORATION Dated: December 18, 2008 (August 9th, 2010)

This Manufacturing and Purchase Agreement (this “Agreement”), is made and entered into as of December 18, 2008 (the “Effective Date”), by and between ESGW International Limited, a company registered under the laws of the British Virgin Islands, having a principal mailing address at c/o ExcelStor Technology Limited, Suite 1507, Greenfield Tower, Concordia Plaza, Number 1, Science Museum Road, Tsimshatsui East, Hong Kong SAR (hereinafter referred to as “ExcelStor”), of the one part; and Satcon Technology Corporation, a company registered under the laws of the state of Delaware of the United States of America, having a principal place of business at 27 Drydock Avenue, Boston, MA 02210, U.S.A. (hereinafter referred to as “Satcon”), of the other part.  ExcelStor and Satcon are sometimes hereinafter referred to collectively as the “Parties” or individually as a “Party.”

Satcon Technology Corp – Contract (August 9th, 2010)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.

Satcon Technology Corp – SIXTH LOAN MODIFICATION AGREEMENT (August 9th, 2010)

This Sixth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of the Sixth Loan Modification Effective Date by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”) and SATCON TECHNOLOGY CORPORATION, a Delaware corporation (“Satcon”); SATCON POWER SYSTEMS, INC., a Delaware corporation (“Power”); SATCON ELECTRONICS, INC., a Delaware corporation (“Electronics”), each with offices located at 27 Drydock Avenue, Boston, Massachusetts 02210; and SATCON POWER SYSTEMS CANADA LTD., a corporation organized under the laws of the Province of Ontario, Canada with offices located at 835 Harrington Court, Burlington, Ontario L7N 3P3 (the “Canadian Borrower”; and together with Satcon, Power and Electronics, individually and collectivel

Satcon Technology Corp – SEVENTH LOAN MODIFICATION AGREEMENT (August 9th, 2010)

This Seventh Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of June 16, 2010 (the “Seventh Loan Modification Effective Date”) by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”) and SATCON TECHNOLOGY CORPORATION, a Delaware corporation (“Satcon”); SATCON POWER SYSTEMS, INC., a Delaware corporation (“Power”); SATCON ELECTRONICS, INC., a Delaware corporation (“Electronics”), each with offices located at 27 Drydock Avenue, Boston, Massachusetts 02210; and SATCON POWER SYSTEMS CANADA LTD., a corporation organized under the laws of the Province of Ontario, Canada with offices located at 835 Harrington Court, Burlington, Ontario L7N 3P3 (the “Canadian Borrower”; and together with Satcon, Power and Electronics, indivi

Satcon Technology Corp – VENTURE LOAN AND SECURITY AGREEMENT (August 9th, 2010)