Common use of Miscellaneous Notices Clause in Contracts

Miscellaneous Notices. (a) This Agreement and any instrument delivered pursuant to this Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey, without regard to the conflicts of law rules thereof. Each party hereto submits to the venue and jurisdiction of the State courts sitting in New Jersey as the sole and exclusive forum for any disputes arising under this Agreement, and further agrees that, in the event of any action or suit as to any disputes arising under this Agreement between the parties, service of any process may be made upon the other party by mailing a copy of the summons and/or complaint to the other party at the address set forth herein and a party's refusal to accept any such notice shall be equivalent to service. The parties hereby waive, to the fullest extent that each may effectively do so, all objections that such party may now or may hereafter acquire to, or any right or immunity on the grounds of, venue, the inconvenience of the forum or jurisdiction of such State courts. (b) This Agreement shall extend to, be binding upon and inure to the benefit of Executive and his legal representatives, heirs, successors and assigns (subject, however, to the limitations set forth in Section 6 with respect to transfer of this Agreement or any rights hereunder), and upon the Company and its successors and assigns, regardless of any change in the business structure of the Company, be it through spinoff, merger, sale of stock, sale of assets or any other transaction. (c) This Agreement and the Plan contain the entire agreement of the parties with respect to the subject matter hereof. No waiver, modification or change of any provision of this Agreement will be valid unless in writing and signed by both parties. (d) No value deemed to be received by Executive as a result of the award of Award Shares hereunder will constitute "earnings" with respect to which any other Executive benefits of Executive are determined. (e) The waiver of any breach of any duty, term or condition of this Agreement shall not be deemed to constitute a waiver of any preceding or succeeding breach of the same or of any other duty, term or condition of this Agreement. (f) All notices pursuant to this Agreement will be in writing and will be sent by personal delivery or by prepaid registered or certified mail, return receipt requested, addressed to the parties hereto at the addresses set forth beneath their names on the signature page hereto or to such other addresses as may hereafter be specified by like notice in writing by either of the parties, and will be deemed given upon receipt if by personal delivery or upon mailing if sent by registered or certified mail. Copies of all notices shall be sent to: Paul, Hastings, Janoxxxx & Xalkxx XXX, 1055 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Xxtention: Estexxx X. Xxxxxx, Xxq. (g) The headings of the sections of this Agreement are inserted for convenience of reference only and will not be deemed to constitute a part hereof or to affect the meaning hereof. (h) This Agreement may be executed in counterparts, each of which will be deemed an original but all of which will together constitute one and the same agreement.

Miscellaneous Notices. (a) This Agreement The headings in this Warrant are for purposes of convenience and any instrument delivered pursuant to this Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey, without regard to the conflicts of law rules thereof. Each party hereto submits to the venue and jurisdiction of the State courts sitting in New Jersey as the sole and exclusive forum for any disputes arising under this Agreementreference only, and further agrees that, in the event of any action or suit as to any disputes arising under this Agreement between the parties, service of any process may be made upon the other party by mailing a copy of the summons and/or complaint to the other party at the address set forth herein and a party's refusal to accept any such notice shall be equivalent to service. The parties hereby waive, to the fullest extent that each may effectively do so, all objections that such party may now or may hereafter acquire to, or any right or immunity on the grounds of, venue, the inconvenience of the forum or jurisdiction of such State courts. (b) This Agreement shall extend to, be binding upon and inure to the benefit of Executive and his legal representatives, heirs, successors and assigns (subject, however, to the limitations set forth in Section 6 with respect to transfer of this Agreement or any rights hereunder), and upon the Company and its successors and assigns, regardless of any change in the business structure of the Company, be it through spinoff, merger, sale of stock, sale of assets or any other transaction. (c) This Agreement and the Plan contain the entire agreement of the parties with respect to the subject matter hereof. No waiver, modification or change of any provision of this Agreement will be valid unless in writing and signed by both parties. (d) No value deemed to be received by Executive as a result of the award of Award Shares hereunder will constitute "earnings" with respect to which any other Executive benefits of Executive are determined. (e) The waiver of any breach of any duty, term or condition of this Agreement shall not be deemed to constitute a waiver part hereof. Neither this Warrant nor any term of this Warrant may be changed or waived except by an instrument in writing signed by the Company and the Holder of this Warrant. All notices and other communications from the Company to the Holder of this Warrant shall be delivered personally, by facsimile or mailed via overnight courier, to the address, facsimile number furnished to the Company in writing by the last Holder of this Warrant who shall have furnished an address or facsimile number to the Company in writing. If such communication is delivered by facsimile, delivery shall be deemed given once the Holder receives a receipt confirmation, and if mailed via overnight courier delivery shall be deemed given on the next Business Day thereafter. ISSUED: [ ] By: Name: Title: NOTICE OF EXERCISE TO: Distributed Energy Systems Corp. 1. The undersigned hereby elects to purchase shares of the Warrant Stock of Distributed Energy Systems Corp. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price in full. 2. Please issue a certificate or certificates representing said shares of Warrant Stock in the name of the undersigned or in such other name as is specified below: (Date) (Name of Warrant Holder) By: Title: In connection with the purchase of the above-listed securities, the undersigned hereby represents to Distributed Energy Systems Corp. (the “Company”) as follows: (a) The securities to be received upon the exercise of the Warrant (the “Securities”) will be acquired for investment for its own account, not as a nominee or agent, and not with a view to the sale or distribution of any preceding part thereof, and the undersigned has no present intention of selling, granting participation in or succeeding breach otherwise distributing the same, but subject, nevertheless, to any requirement of law that the disposition of its property shall at all times be within its control. By executing this statement, the undersigned further represents that it does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer, or grant participation to such Person or to any third person, with respect to any Securities issuable upon exercise of the same or of any other duty, term or condition of this AgreementWarrant. (fb) All notices The undersigned understands that the Securities issuable upon exercise of the Warrant at the time of issuance may not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, on the ground that the issuance of such securities is exempt pursuant to this Agreement will be in writing Section 4(2) of the Securities Act and will be sent state law exemptions relating to offers and sales not by personal delivery or by prepaid registered or certified mailmeans of a public offering, return receipt requested, addressed to and that the parties hereto at Company’s reliance on such exemptions is predicated on the addresses undersigned’s representations set forth beneath their names on the signature page hereto or to such other addresses as may hereafter be specified by like notice in writing by either of the parties, and will be deemed given upon receipt if by personal delivery or upon mailing if sent by registered or certified mail. Copies of all notices shall be sent to: Paul, Hastings, Janoxxxx & Xalkxx XXX, 1055 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Xxtention: Estexxx X. Xxxxxx, Xxqherein. (gc) The headings undersigned agrees that in no event will it make a disposition of any Securities acquired upon the exercise of the sections Warrant unless and until (i) it shall have notified the Company of this Agreement are inserted the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition and (ii) it shall have furnished the Company with an opinion of counsel or other evidence reasonably satisfactory to the Company and Company’s counsel to the effect that (A) appropriate action necessary for convenience compliance with the Securities Act and any applicable state securities laws has been taken or an exemption from the registration requirements of reference only the Securities Act and such laws is available and (B) the proposed transfer will not be deemed to constitute a part hereof or to affect the meaning hereofviolate any of said laws. (hd) This Agreement may The undersigned acknowledges that an investment in the Company is highly speculative and represents that it is able to fend for itself in the transactions contemplated by this statement, has such knowledge and experience in financial and business matters as to be executed capable of evaluating the merits and risks of its investments, and has the ability to bear the economic risks (including the risk of a total loss) of its investment. The undersigned represents that it has had the opportunity to ask questions of the Company concerning the Company’s business and assets and to obtain any additional information which it considered necessary to verify the accuracy of or to amplify the Company’s disclosures, and has had all questions which have been asked by it satisfactorily answered by the Company. The undersigned represents that it is an “accredited investor” within the meaning of Regulation D of the Securities Act. (e) The undersigned acknowledges that the Securities issuable upon exercise or conversion of the Warrant must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The undersigned is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in counterpartsa private placement subject to the satisfaction of certain conditions, each including, among other things, the existence of which will a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be deemed an original but all sold from the Company or any affiliate of which will together constitute one the Company, the sale being through a “broker’s transaction” or in transactions directly with a “market maker” (as provided by Rule 144(f)) and the same agreementnumber of shares being sold during any three month period not exceeding specified limitations. Dated: (Typed or Printed Name) By: (Signature) (Title) NOTICE OF CONVERSION TO: Distributed Energy Systems Corp. 1. The undersigned hereby elects to acquire Common Shares of Distributed Energy Systems Corp. pursuant to the terms of the attached Warrant, by conversion of percent ( %) of the Warrant. 2. Please issue a certificate or certificates representing said shares of Common Shares in the name of the undersigned or in such other name as is specified below:

Miscellaneous Notices. (a) This Agreement The headings in this Warrant are for purposes of convenience and any instrument delivered pursuant to this Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey, without regard to the conflicts of law rules thereof. Each party hereto submits to the venue and jurisdiction of the State courts sitting in New Jersey as the sole and exclusive forum for any disputes arising under this Agreementreference only, and further agrees that, in the event of any action or suit as to any disputes arising under this Agreement between the parties, service of any process may be made upon the other party by mailing a copy of the summons and/or complaint to the other party at the address set forth herein and a party's refusal to accept any such notice shall be equivalent to service. The parties hereby waive, to the fullest extent that each may effectively do so, all objections that such party may now or may hereafter acquire to, or any right or immunity on the grounds of, venue, the inconvenience of the forum or jurisdiction of such State courts. (b) This Agreement shall extend to, be binding upon and inure to the benefit of Executive and his legal representatives, heirs, successors and assigns (subject, however, to the limitations set forth in Section 6 with respect to transfer of this Agreement or any rights hereunder), and upon the Company and its successors and assigns, regardless of any change in the business structure of the Company, be it through spinoff, merger, sale of stock, sale of assets or any other transaction. (c) This Agreement and the Plan contain the entire agreement of the parties with respect to the subject matter hereof. No waiver, modification or change of any provision of this Agreement will be valid unless in writing and signed by both parties. (d) No value deemed to be received by Executive as a result of the award of Award Shares hereunder will constitute "earnings" with respect to which any other Executive benefits of Executive are determined. (e) The waiver of any breach of any duty, term or condition of this Agreement shall not be deemed to constitute a waiver part hereof. Neither this Warrant nor any term of this Warrant may be changed or waived except by an instrument in writing signed by the Company and the Holder of this Warrant. All notices and other communications from the Company to the Holder of this Warrant shall be delivered personally, by facsimile or mailed via overnight courier, to the address, facsimile number furnished to the Company in writing by the last Holder of this Warrant who shall have furnished an address or facsimile number to the Company in writing. If such communication is delivered by facsimile, delivery shall be deemed given once the Holder receives a receipt confirmation, and if mailed via overnight courier delivery shall be deemed given on the next Business Day thereafter. ISSUED: [ ] By: Name: Title: NOTICE OF EXERCISE TO: Distributed Energy Systems Corp. 1. The undersigned hereby elects to purchase shares of the Warrant Stock of Distributed Energy Systems Corp. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price in full. 2. Please issue a certificate or certificates representing said shares of Warrant Stock in the name of the undersigned or in such other name as is specified below: (Date) (Name of Warrant Holder) By: Title: In connection with the purchase of the above-listed securities, the undersigned hereby represents to Distributed Energy Systems Corp. (the “Company”) as follows: (a) The securities to be received upon the exercise of the Warrant (the “Securities”) will be acquired for investment for its own account, not as a nominee or agent, and not with a view to the sale or distribution of any preceding part thereof, and the undersigned has no present intention of selling, granting participation in or succeeding breach otherwise distributing the same, but subject, nevertheless, to any requirement of law that the disposition of its property shall at all times be within its control. By executing this statement, the undersigned further represents that it does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer, or grant participation to such Person or to any third person, with respect to any Securities issuable upon exercise of the same or of any other duty, term or condition of this AgreementWarrant. (fb) All notices The undersigned understands that the Securities issuable upon exercise of the Warrant at the time of issuance may not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, on the ground that the issuance of such securities is exempt pursuant to this Agreement will be in writing Section 4(2) of the Securities Act and will be sent state law exemptions relating to offers and sales not by personal delivery or by prepaid registered or certified mailmeans of a public offering, return receipt requested, addressed to and that the parties hereto at Company’s reliance on such exemptions is predicated on the addresses undersigned’s representations set forth beneath their names on the signature page hereto or to such other addresses as may hereafter be specified by like notice in writing by either of the parties, and will be deemed given upon receipt if by personal delivery or upon mailing if sent by registered or certified mail. Copies of all notices shall be sent to: Paul, Hastings, Janoxxxx & Xalkxx XXX, 1055 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Xxtention: Estexxx X. Xxxxxx, Xxqherein. (gc) The headings undersigned agrees that in no event will it make a disposition of any Securities acquired upon the exercise of the sections Warrant unless and until (i) it shall have notified the Company of this Agreement are inserted the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition and (ii) it shall have furnished the Company with an opinion of counsel or other evidence reasonably satisfactory to the Company and Company’s counsel to the effect that (A) appropriate action necessary for convenience compliance with the Securities Act and any applicable state securities laws has been taken or an exemption from the registration requirements of reference only the Securities Act and such laws is available and (B) the proposed transfer will not be deemed to constitute a part hereof or to affect the meaning hereofviolate any of said laws. (hd) This Agreement may The undersigned acknowledges that an investment in the Company is highly speculative and represents that it is able to fend for itself in the transactions contemplated by this statement, has such knowledge and experience in financial and business matters as to be executed capable of evaluating the merits and risks of its investments, and has the ability to bear the economic risks (including the risk of a total loss) of its investment. The undersigned represents that it has had the opportunity to ask questions of the Company concerning the Company’s business and assets and to obtain any additional information which it considered necessary to verify the accuracy of or to amplify the Company’s disclosures, and has had all questions which have been asked by it satisfactorily answered by the Company. The undersigned represents that it is an “accredited investor” within the meaning of Regulation D of the Securities Act. (e) The undersigned acknowledges that the Securities issuable upon exercise or conversion of the Warrant must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The undersigned is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in counterpartsa private placement subject to the satisfaction of certain conditions, each including, among other things, the existence of which will a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be deemed an original but all sold from the Company or any affiliate of which will together constitute one the Company, the sale being through a “broker’s transaction” or in transactions directly with a “market maker” (as provided by Rule 144(f)) and the same agreement.number of shares being sold during any three month period not exceeding specified limitations. Dated: (Typed or Printed Name) By: (Signature) (Title) NOTICE OF CONVERSION

Miscellaneous Notices. (a) This Agreement and any instrument delivered pursuant to this Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey, without regard to the conflicts of law rules thereof. Each party hereto submits to the venue and jurisdiction of the State courts sitting in of New Jersey as the sole and exclusive forum for any disputes arising under this Agreement, and further agrees that, in the event of any action or suit as to any disputes arising under this Agreement between the parties, service of any process may be made upon the other party by mailing a copy of the summons and/or complaint to the other party at the address set forth herein and a party's refusal to accept any such notice shall be equivalent to service. The parties hereby waive, to the fullest extent that each may effectively do so, all objections that such party may now or may hereafter acquire to, or any right or immunity on the grounds of, venue, the inconvenience of the forum or jurisdiction of such State courts. (b) This Agreement shall extend to, be binding upon and inure to the benefit of Executive Employee and his legal representatives, heirs, successors and assigns (subject, however, to the limitations set forth in Section 6 14 with respect to transfer of this Agreement or any rights hereunder), and upon the Company and its successors and assigns, regardless of any change in the business structure of the Company, be it through spinoff, merger, sale of stock, sale of assets or any other transaction. (c) This Agreement and the Plan contain the entire agreement of the parties with respect to the subject matter hereof. No waiver, modification or change of any provision of this Agreement will be valid unless in writing and signed by both parties. (d) No value deemed to be received by Executive Employee as a result of the award of Award Shares hereunder will constitute "earnings" with respect to which any other Executive employee benefits of Executive Employee are determined. (e) The waiver of any breach of any duty, term or condition of this Agreement shall not be deemed to constitute a waiver of any preceding or succeeding breach of the same or of any other duty, term or condition of this Agreement. (f) All notices pursuant to this Agreement will be in writing and will be sent by personal delivery or by prepaid registered or certified mail, return receipt requested, addressed to the parties hereto at the addresses set forth beneath their names on the signature page hereto or to such other addresses as may hereafter be specified by like notice in writing by either of the parties, and will be deemed given upon receipt if by personal delivery or upon mailing if sent by registered or certified mail. Copies of all notices shall be sent to: Paul, Hastings, Janoxxxx & Xalkxx XXX, 1055 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Xxtention: Estexxx X. Xxxxxx, Xxq. (g) The headings of the sections of this Agreement are inserted for convenience of reference only and will not be deemed to constitute a part hereof or to affect the meaning hereof. (h) This Agreement may be executed in counterparts, each of which will be deemed an original but all of which will together constitute one and the same agreement.,