0001193125-03-052955 Sample Contracts

NORTHERN POWER SYSTEMS, INC. NOTE
Proton Energy Systems Inc • September 23rd, 2003 • Electrical industrial apparatus

For value received, the undersigned hereby promises to pay to Proton Energy Systems, Inc. (the “Lender”), or order, at the head office of the Lender, the principal amount of TWO MILLION DOLLARS ($2,000,000) or such lesser amount as shall equal the aggregate unpaid principal amount of the Loan (as defined in the Agreement referred to below) made by the Lender to the undersigned pursuant to the Agreement, on the Termination Date (as defined in the Agreement referred to below) or such earlier date as may be so provided in the Agreement, in lawful money of the United States and in immediately available funds, in the amounts and on the dates provided in the Agreement and to pay interest on the unpaid principal amount of the Loan represented by this Note, at said office, in like money and funds, for the period commencing on the date hereof until paid in full, at the rates per annum and on the dates provided in the Agreement.

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CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT
Security Agreement • September 23rd, 2003 • Proton Energy Systems Inc • Electrical industrial apparatus • New York

This Credit Agreement and Amendment to Security Agreement (the “Agreement”) is made as of September 22, 2003, by and between Northern Power Systems, Inc. (the “Company”), a Delaware corporation having its principal executive offices at 182 Mad River Park, P.O. Box 999, Waitsfield, Vermont 05673, and Proton Energy Systems, Inc. (the “Lender”), a Delaware corporation having its principal executive offices at 10 Technology Drive, Wallingford, Connecticut 06492.

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