6,737,166 Shares FUELCELL ENERGY, INC. Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 17th, 2009 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
FuelCell Energy, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the investors identified therein (each, an “Investor” and collectively, the “Investors”), to issue and sell up to an aggregate of 6,737,166 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Company hereby confirms its several agreement with Canaccord Adams Inc. (“Canaccord”) and Lazard Capital Markets LLC (“LCM”) as set forth below. Canaccord and LCM are each individually referred to herein as a “Placement Agent” and collectively as the “Placement Agents.” The Shares are more fully described in the Prospectus (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 17th, 2009 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
The undersigned (the “Investor”) hereby confirms its agreement with FuelCell Energy, Inc., a Delaware corporation (the “Company”), as follows:
