PLUG POWER INC. Shares of Common Stock and Warrants to Purchase Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2013 • Plug Power Inc • Electrical industrial apparatus • New York
Plug Power Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named on Schedule I hereto (the “Underwriters,” or each, an “Underwriter”) an aggregate of (i) shares (the “Firm Shares”) of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company and (ii) warrants (the “Firm Warrants”) to purchase up to shares of Common Stock of the Company (the “Firm Warrant Shares”). The Company has granted the Underwriters the option to purchase an aggregate of up to (i) shares of Common Stock (the “Option Shares”) and/or (ii) warrants (the “Option Warrants”) to purchase up to shares of Common Stock of the Company (the “Option Warrant Shares” and together with the Firm Warrant Shares, the “Warrant Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Firm Shares and Option Shares are collectively referred to as the “Shares” and the Firm Warr
COMMON STOCK PURCHASE WARRANT PLUG POWER INC.Common Stock Purchase Warrant • February 4th, 2013 • Plug Power Inc • Electrical industrial apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to the close of business on the five-year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Plug Power Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR...Plug Power Inc • February 4th, 2013 • Electrical industrial apparatus • New York
This WARRANT (this “Warrant”) of Plug Power Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of February , 2013, by and among the Company, Roth Capital Partners, LLC (“Roth”) and Northland Securities, Inc., relating to a firm commitment public offering (the “Offering”) of shares of common stock, par value of $0.01 of the Company (each a “Common Share” and collectively, the “Common Shares”), and warrants to purchase Common Shares.
