Common use of Representations and Warranties by Each Purchaser Clause in Contracts

Representations and Warranties by Each Purchaser. Purchaser represents and warrants to the Company as follows: (a) The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of (i) evaluating the merits and risks of the purchase of the Shares pursuant to the terms of this Agreement and (ii) protecting the Purchaser's interests in connection therewith. (b) The Purchaser has a preexisting personal or business relationship with one or more of the officers and directors of the Company consisting of personal or business contacts of a nature and duration to enable Purchase to be aware of the character, business acumen and general business and financial circumstances of the person(s) with whom such relationship(s) exists. (c) The Purchaser and the Purchaser's representatives have been solely responsible for such Purchaser's own "due diligence" investigation of the Company and its management and business, for such Purchaser's own analysis of the merits and risks of this investment, and for such Purchaser's own analysis of the fairness and desirability of the terms of the investment; in taking any action or performing any role relative to the arranging of the proposed investment, the Purchaser has acted solely in the Purchaser's own interest, and acknowledges that none of the other Purchasers (or any of their agents or employees) has acted as an agent of such Purchaser. (d) The Shares are being acquired for the Purchaser's own account, in each case for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. (e) The Purchaser understands that the Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Act, that the Company has no present intention of registering the Shares and that the Purchaser must bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. The Purchaser understands that the Shares are restricted securities within the meaning of Rule 144 under the Securities Act, which allows limited resale of such securities under certain conditions; that, in any event, such exemption from registration under Rule 144 will not be available for at least two years, and even then will not be available unless the other conditions of Rule 144 are compiled with. (f) No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Purchaser is required in connection with the valid execution this Agreement.

Representations and Warranties by Each Purchaser. Each Purchaser (severally, and not jointly and as to itself only) represents and warrants to the Company as follows: (a) The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of Purchased Securities (i) evaluating the merits and risks of the purchase of the Shares pursuant to the terms of this Agreement and (ii) protecting the Purchaser's interests in connection therewith. (b) The Purchaser has a preexisting personal or business relationship with one or more of the officers and directors of the Company consisting of personal or business contacts of a nature and duration to enable Purchase to be aware of the character, business acumen and general business and financial circumstances of the person(s) with whom such relationship(s) exists. (c) The Purchaser and the Purchaser's representatives have been solely responsible for such Purchaser's own "due diligence" investigation of the Company and its management and business, for such Purchaser's own analysis of the merits and risks of this investment, and for such Purchaser's own analysis of the fairness and desirability of the terms of the investment; in taking any action or performing any role relative to the arranging of the proposed investmentcollectively, the Purchaser has acted solely in the Purchaser's own interest, and acknowledges that none of the other Purchasers (or any of their agents or employees"SECURITIES") has acted as an agent of such Purchaser. (d) The Shares are being or will be acquired for the each Purchaser's own account, in each case for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), or applicable state securities laws. (eb) The Each Purchaser understands that (i) the Shares Securities have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof and have not been qualified under any state securities laws on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration thereunder, and (ii) the Company's reliance on such exemptions is predicated on the Purchasers' representations set forth herein. Each Purchaser understands that the resale of the Securities Act and/or Regulation D promulgated under the Securities Act, that the Company has no present intention of registering the Shares and that the Purchaser must bear the economic risk of such investment may be restricted indefinitely, unless a subsequent disposition thereof is registered under the Securities Act and registered under any state securities law or is exempt from such registration. The . (c) Each Purchaser understands is an "Accredited Investor" as that the Shares are restricted securities within the meaning term is defined in Rule 501 of Rule 144 Regulation D promulgated under the Securities Act. Each Purchaser is able to bear the economic risk of the purchase of the Securities pursuant to the terms of this Agreement, which allows limited resale including a complete loss of such securities under certain conditions; that, Purchaser's investment in any event, such exemption from registration under Rule 144 will not be available for at least two years, and even then will not be available unless the other conditions Securities. The principal place of Rule 144 are compiled withbusiness of each Purchaser is listed on SCHEDULE A hereto. (fd) Each Purchaser has the full right, power and authority to enter into and perform such Purchaser's obligations under this Agreement and each Related Agreement to which it is a party, and this Agreement and each Related Agreement to which it is a party constitute valid and binding obligations of such Purchaser enforceable in accordance with their terms. (e) No consent, approval or authorization of or designation, declaration or filing with any governmental authority Governmental Body on the part of the such Purchaser is required in connection with the valid execution and delivery of this AgreementAgreement or any Related Agreement to which it is a party.

Representations and Warranties by Each Purchaser. Purchaser Each Purchaser, severally and not jointly, hereby represents and warrants to the Company as follows: (a) The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of (i) evaluating the merits and risks of the purchase of the Series B Preferred Shares pursuant to the terms of this Agreement and (ii) protecting the Purchaser's interests in connection therewith. (b) The Purchaser has a preexisting personal or business relationship with one or more of the officers and directors of the Company consisting of personal or business contacts of a nature and duration to enable Purchase to be aware of the character, business acumen and general business and financial circumstances of the person(s) with whom such relationship(s) exists. (c) The Purchaser and the Purchaser's representatives have been solely responsible for such Purchaser's own "due diligence" investigation of the Company and its management and business, for such Purchaser's own analysis of the merits and risks of this investment, and for such Purchaser's own analysis of the fairness and desirability of the terms of the investment; in taking any action or performing any role relative to the arranging of the proposed investment, the Purchaser has acted solely in the Purchaser's own interest, and acknowledges that none of the other Purchasers (or any of their agents or employees) has acted as an agent of such Purchaser. (d) The Conversion Shares issuable upon conversion thereof are being acquired for the Purchaser's own account, in each case for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities ActAct or the California Law. (eb) The Purchaser understands that the Series B Preferred Shares and the Conversion Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Actthereof, that the Company has no present intention of registering the Series B Preferred Shares or the Conversion Shares, that the Series B Preferred Shares and the Conversion Shares must be held by the Purchaser indefinitely, and that the Purchaser must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. The Purchaser further understands that the Series B Preferred Shares are restricted securities within and the meaning of Rule 144 Conversion Shares have not been qualified under the Securities ActCalifornia Law by reason of their issuance in a transaction exempt from the qualification requirements of the California Law pursuant to Section 25102(f) thereof, which allows limited resale exemption depends upon, among other things, the bona fide nature of the Purchaser's investment intent expressed above. (c) During the negotiation of the transactions contemplated herein, the Purchaser and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such securities under certain conditions; thatquestions of the Company's officers, employees, agents, accountants and representatives concerning the Company's business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in any eventorder to evaluate the merits and risks of the prospective investments contemplated herein. The foregoing does not limit or modify the representations or warranties of the Company in Section 3 hereof or the rights of the Purchaser to rely thereon. (d) The Purchaser and its representatives have been solely responsible for the Purchaser's own "due diligence" investigation of the Company and the Company's management and business, such exemption from registration under Rule 144 will not be available for at least two yearsits own analysis of the merits and risks of this investment, and even then will not be available unless for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Purchaser has acted solely in its own interest, and none of the Purchasers (or any of their agents or employees) has acted as an agent of the Company or any other conditions Purchaser. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of Rule 144 are compiled withevaluating the merits and risks of the purchase of the Series B Preferred Shares pursuant to the terms of this Agreement and of protecting Purchaser's interests in connection therewith. (e) The Purchaser has the full right, power and authority to enter into and perform the Purchaser's obligations under this Agreement, the First Restated Investors Rights Agreement and the First Restated Shareholders Agreement, and this Agreement, the First Restated Investors Rights Agreement and the First Restated Shareholders Agreement constitute valid and binding obligations of the Purchaser enforceable in accordance with their terms except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, and (B) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (f) No consent, approval or authorization of of, or designation, declaration or filing with with, any governmental authority on the part of the Purchaser is required in connection with the valid execution and delivery of this Agreement, the First Restated Investors Rights Agreement or the First Restated Shareholders Agreement. (g) Purchaser is an "accredited investor" as defined in Rule 501 pursuant to the Securities Act.

Representations and Warranties by Each Purchaser. Purchaser Each Purchaser, severally and not jointly, hereby represents and warrants to the Company as follows: (a) The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of (i) evaluating the merits and risks of the purchase of the Series D Preferred Shares pursuant to the terms of this Agreement and (ii) protecting the Purchaser's interests in connection therewith. (b) The Purchaser has a preexisting personal or business relationship with one or more of the officers and directors of the Company consisting of personal or business contacts of a nature and duration to enable Purchase to be aware of the character, business acumen and general business and financial circumstances of the person(s) with whom such relationship(s) exists. (c) The Purchaser and the Purchaser's representatives have been solely responsible for such Purchaser's own "due diligence" investigation of the Company and its management and business, for such Purchaser's own analysis of the merits and risks of this investment, and for such Purchaser's own analysis of the fairness and desirability of the terms of the investment; in taking any action or performing any role relative to the arranging of the proposed investment, the Purchaser has acted solely in the Purchaser's own interest, and acknowledges that none of the other Purchasers (or any of their agents or employees) has acted as an agent of such Purchaser. (d) The Conversion Shares issuable upon conversion thereof are being acquired for the Purchaser's own account, in each case for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities ActAct or the California Law. (eb) The Purchaser understands that the Series D Preferred Shares and the Conversion Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Actthereof, that the Company has no present intention of registering the Series D Preferred Shares or the Conversion Shares, that the Series D Preferred Shares and the Conversion Shares must be held by the Purchaser indefinitely, and that the Purchaser must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. The Purchaser further understands that the Series D Preferred Shares are restricted securities within and the meaning of Rule 144 Conversion Shares have not been qualified under the Securities ActCalifornia Law by reason of their issuance in a transaction exempt from the qualification requirements of the California Law pursuant to Section 25102(f) thereof, which allows limited resale exemption depends upon, among other things, the bona fide nature of the Purchaser's investment intent expressed above. (c) During the negotiation of the transactions contemplated herein, the Purchaser and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such securities under certain conditions; thatquestions of the Company's officers, employees, agents, accountants and representatives concerning the Company's business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in any eventorder to evaluate the merits and risks of the prospective investments contemplated herein. The foregoing does not limit or modify the representations or warranties of the Company in Section 3 hereof or the rights of the Purchaser to rely thereon. (d) The Purchaser and its representatives have been solely responsible for the Purchaser's own "due diligence" investigation of the Company and the Company's management and business, such exemption from registration under Rule 144 will not be available for at least two yearsits own analysis of the merits and risks of this investment, and even then will not be available unless for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Purchaser has acted solely in its own interest, and none of the Purchasers (or any of their agents or employees) has acted as an agent of the Company or any other conditions Purchaser. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of Rule 144 are compiled withevaluating the merits and risks of the purchase of the Series D Preferred Shares pursuant to the terms of this Agreement and of protecting Purchaser's interests in connection therewith. (e) The Purchaser has the full right, power and authority to enter into and perform the Purchaser's obligations under this Agreement, the Third Restated Investors Rights Agreement and the Third Restated Shareholders Agreement, and this Agreement, the Third Restated Investors Rights Agreement and the Third Restated Shareholders Agreement constitute valid and binding obligations of the Purchaser enforceable in accordance with their terms except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, and (B) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (f) No consent, approval or authorization of of, or designation, declaration or filing with with, any governmental authority on the part of the Purchaser is required in connection with the valid execution and delivery of this Agreement, the Third Restated Investors Rights Agreement or the Third Restated Shareholders Agreement. (g) Purchaser is an "accredited investor" as defined in Rule 501 pursuant to the Securities Act.

Representations and Warranties by Each Purchaser. Purchaser represents and warrants to the Company as follows: (a) The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of (i) evaluating the merits and risks of the purchase of the Shares pursuant to the terms of this Agreement and (ii) protecting the Purchaser's interests in connection therewith. (b) The Purchaser has a preexisting personal or business relationship with one or more of the officers and directors of the Company consisting of personal or business contacts of a nature and duration to enable Purchase to be aware of the character, business acumen and general business and financial circumstances of the person(s) with whom such relationship(s) exists. (c) The Purchaser and the Purchaser's representatives have been solely responsible for such Purchaser's own "due diligence" investigation of the Company and its management and business, for such Purchaser's own analysis of the merits and risks of this investment, and for such Purchaser's own analysis of the fairness and desirability of the terms of the investment; in taking any action or performing any role relative to the arranging of the proposed investment, the Purchaser has acted solely in the Purchaser's own interest, and acknowledges that none of the other Purchasers (or any of their agents or employees) has acted as an agent of such Purchaser. (d) The Shares are being acquired for the Purchaser's own account, in each case for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. (e) The Each Purchaser understands that the Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act and, except pursuant to Section 4(2) of the Securities Act and/or Regulation D promulgated TSC Registration Rights Agreement (as defined below), will not be registered under the Securities Act, or the securities laws of any state, and that they are being sold to the Company Purchasers pursuant to an exemption from registration or qualification, as applicable, contained in the Securities Act or said state securities laws, based in part upon the representations of the Purchasers contained herein. Each Purchaser hereby severally represents and warrants to and agrees with the Sellers as follows: (1) Such Purchaser has no present intention received a copy of registering the Shares Financial Statements and the SEC Documents and has carefully reviewed the Financial Statements, the SEC Documents and this Agreement. All matters relating to the Financial Statements, the SEC Documents and this Agreement have been discussed with such Purchaser and explained to such Purchaser's satisfaction by the Sellers, the management of the Sellers or persons acting on their behalf. Such Purchaser understands that this investment involves substantial risks and has independently examined and investigated the Sellers in making its decision to acquire the Shares. Such Purchaser or its representative has made inquiry deemed by it to be satisfactory concerning each Seller, its business and services, its officers and its personnel. The officers, directors, stockholders, employees and agents of each Seller have made available to such Purchaser or its representative any and all requested written information. (2) Such Purchaser is able to bear the economic risk of the investment contemplated by this Agreement. Such Purchaser understands that the Purchaser must bear the economic risk of this investment indefinitely unless the Shares are registered pursuant to the Securities Act, or an exemption from such registration is available. Such Purchaser is acquiring the Shares for such Purchaser's own account for investment indefinitelyand not with a view toward the distribution thereof. (3) Such Purchaser is duly organized, unless validly existing and in good standing, if applicable, under the laws of the jurisdiction of its formation. Such Purchaser has all requisite power to execute and deliver this Agreement and to perform its obligations under this Agreement. This Agreement has been duly and validly authorized by such Purchaser, duly executed and delivered by the Purchaser or an authorized representative of such Purchaser and constitutes a subsequent disposition thereof valid, legal and binding obligation of such Purchaser, enforceable in accordance with its terms, except as such enforceability is registered limited by applicable insolvency and other laws affecting creditors' rights generally, and by the availability of equitable remedies. The execution and delivery of this Agreement by such Purchaser, the performance by such Purchaser of its obligations under this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms or provisions of the charter or bylaws, as amended, of the Purchaser or other documents, as amended, pursuant to which it was formed, as the case may be, or any statute, rule, regulation or order of any court or governmental agency or body having jurisdiction over such Purchaser or any of its property, or in any material respect, any mortgage, indenture, contract, agreement or instrument to which such Purchaser is a party or to which the Purchaser is otherwise subject. (4) Such Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act or and/or is exempt from registration. The Purchaser understands that a partnership composed solely of partners of such Purchaser, each of whom: (i) is an accredited investor and/or (ii) has responsibility for evaluating the investment in the Shares are restricted securities within by such Purchaser, with an adequate net worth and means of providing for his current needs and possible personal contingencies to sustain a complete loss of the meaning of Rule 144 under partnership's investment in the Securities Act, which allows limited resale of such securities under certain conditions; that, in any event, such exemption from registration under Rule 144 will not be available for at least two years, and even then will not be available unless the other conditions of Rule 144 are compiled withShares. (f5) No consent, approval Such Purchaser was not organized for the specific purpose of acquiring the TSC Shares or authorization of or designation, declaration or filing with any governmental authority on the part of the Purchaser is required in connection with the valid execution this AgreementeLoyalty Shares.

Representations and Warranties by Each Purchaser. Purchaser Each Purchaser, severally and not jointly and as to itself only, represents and warrants to the Company and SatCon as follows: (a) The Purchaser has such knowledge Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and experience in financial and business matters that the Purchaser is capable any Shares of (i) evaluating the merits and risks SatCon Common Stock issued upon exercise of the purchase of Put Rights (collectively, the Shares pursuant to the terms of this Agreement and (ii"Securities") protecting the Purchaser's interests in connection therewith. (b) The Purchaser has a preexisting personal are being or business relationship with one or more of the officers and directors of the Company consisting of personal or business contacts of a nature and duration to enable Purchase to will be aware of the character, business acumen and general business and financial circumstances of the person(s) with whom such relationship(s) exists. (c) The Purchaser and the Purchaser's representatives have been solely responsible acquired for such Purchaser's own "due diligence" investigation of the Company and its management and business, for such Purchaser's own analysis of the merits and risks of this investment, and for such Purchaser's own analysis of the fairness and desirability of the terms of the investment; in taking any action or performing any role relative to the arranging of the proposed investment, the Purchaser has acted solely in the Purchaser's own interest, and acknowledges that none of the other Purchasers (or any of their agents or employees) has acted as an agent of such Purchaser. (d) The Shares are being acquired for the Purchaser's own account, in each case for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. (eb) The Such Purchaser understands that (i) the Shares Securities have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof and have not been qualified under any state securities laws on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration thereunder, and (ii) the Company's and SatCon's reliance on such exemptions is predicated on such Purchaser's representations set forth herein. Such Purchaser understands that the resale of the Securities Act and/or Regulation D promulgated under the Securities Act, that the Company has no present intention of registering the Shares and that the Purchaser must bear the economic risk of such investment may be restricted indefinitely, unless a subsequent disposition thereof is registered under the Securities Act and registered under any state securities law or is exempt from such registration. The . (c) Such Purchaser understands is an "Accredited Investor" as that the Shares are restricted securities within the meaning term is defined in Rule 501 of Rule 144 Regulation D promulgated under the Securities Act. Such Purchaser is able to bear the economic risk of the purchase of the Securities pursuant to the terms of this Agreement, which allows limited resale including a complete loss of such securities under certain conditions; thatPurchaser's investment in the Securities. The principal place of business of each of the Purchasers is as follows: Perseus--the District of Columbia, in any event, such exemption from registration under Rule 144 will not be available for at least two yearsDuquesne--Pennsylvania, and even then will not be available unless the other conditions of Rule 144 are compiled withMicro--New Hampshire. (fd) Such Purchaser has the full right, power and authority to enter into and perform such Purchaser's obligations under this Agreement and each Related Agreement to which it is a party, and this Agreement and each Related Agreement to which it is a party constitute valid and binding obligations of such Purchaser enforceable in accordance with their terms. (e) No consent, approval or authorization of or designation, declaration or filing with any governmental authority Governmental Body on the part of the such Purchaser is required in connection with the valid execution and delivery of this AgreementAgreement or any Related Agreement to which it is a party.

Representations and Warranties by Each Purchaser. Each Purchaser hereby severally represents and warrants to the Company Corporation as to itself as follows: (a) The Purchaser has is an "accredited investor" as such knowledge and experience term is defined in financial and business matters that the Purchaser is capable Rule 501(a) of (i) evaluating the merits and risks of the purchase of the Shares pursuant to the terms of this Agreement and (ii) protecting the Purchaser's interests in connection therewith. (b) The Purchaser has a preexisting personal or business relationship with one or more of the officers and directors of the Company consisting of personal or business contacts of a nature and duration to enable Purchase to be aware of the character, business acumen and general business and financial circumstances of the person(s) with whom such relationship(s) exists. (c) The Purchaser and the Purchaser's representatives have been solely responsible for such Purchaser's own "due diligence" investigation of the Company and its management and business, for such Purchaser's own analysis of the merits and risks of this investment, and for such Purchaser's own analysis of the fairness and desirability of the terms of the investment; in taking any action or performing any role relative to the arranging of the proposed investment, the Purchaser has acted solely in the Purchaser's own interest, and acknowledges that none of the other Purchasers (or any of their agents or employees) has acted as an agent of such Purchaser. (d) The Shares are being acquired for the Purchaser's own account, in each case for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of Regulation D promulgated under the Securities Act. (eb) The Purchaser understands that the Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt specific exemption from the registration and prospectus delivery requirements provisions of the Securities Act pursuant to Section 4(2) which depends upon, among other things, the bona fide nature of such Purchaser's investment intent as expressed herein. The Purchaser acknowledges that the Shares, when received, must be held indefinitely unless they are subsequently registered under the Securities Act and/or Regulation D or an exemption from such registration is available. The Purchaser has been advised of or is aware of the provisions of Rule 144 promulgated under the Securities Act, which rule permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions contained therein. The Purchaser also understands that the Company transfer of its Shares may be subject to restrictions on transfer under state or federal securities laws or other federal or state regulatory laws and agrees that it will transfer such Shares only in compliance with such restrictions and laws and any other restrictions set forth herein, and that the Corporation will not be required to transfer on its books any such Shares until it receives a certificate from such transferring holder of a Share as to compliance with such terms. (c) The Purchaser is acquiring the Shares for the Purchaser's own account for investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act. The Purchaser has no present intention agreement, understanding or arrangement to subdivide, sell, assign or otherwise dispose of registering all or any part of the Shares Shares. (d) The Purchaser has carefully reviewed this Agreement and has had the opportunity to make detailed inquiry concerning the Corporation, its business and its personnel. The Purchaser acknowledges that it has had the opportunity to ask questions of and receive answers from the Corporation. (e) The Purchaser must has such knowledge and experience in financial and business matters that it is and will be capable of evaluating the merits and risks of the prospective investment in the Corporation; and is and will be able to bear the economic risk of such the investment indefinitely, unless a subsequent disposition thereof is registered under in the Securities Act or is exempt from registration. Corporation. (f) The Purchaser understands that the Shares are restricted securities within the meaning of Rule 144 under the Securities Act, which allows limited resale of such securities under certain conditions; that, in any event, such exemption from registration under Rule 144 will not be available for at least two years, and even then will not be available unless the other conditions of Rule 144 are compiled with. (f) No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part operation of the Corporation's business is subject to numerous risks and that the Common Stock is a speculative investment that involves a high degree of risk of loss of the entire investment therein. The Purchaser is required in connection with the valid execution this Agreementcognizant of and understands such risks.

Representations and Warranties by Each Purchaser. Each Purchaser (severally, and not jointly and as to itself only) represents and warrants to the Company as follows: (a) The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of Purchased Securities (i) evaluating the merits and risks of the purchase of the Shares pursuant to the terms of this Agreement and (ii) protecting the Purchaser's interests in connection therewith. (b) The Purchaser has a preexisting personal or business relationship with one or more of the officers and directors of the Company consisting of personal or business contacts of a nature and duration to enable Purchase to be aware of the character, business acumen and general business and financial circumstances of the person(s) with whom such relationship(s) exists. (c) The Purchaser and the Purchaser's representatives have been solely responsible for such Purchaser's own "due diligence" investigation of the Company and its management and business, for such Purchaser's own analysis of the merits and risks of this investment, and for such Purchaser's own analysis of the fairness and desirability of the terms of the investment; in taking any action or performing any role relative to the arranging of the proposed investmentcollectively, the Purchaser has acted solely in the Purchaser's own interest, and acknowledges that none of the other Purchasers (or any of their agents or employees"SECURITIES") has acted as an agent of such Purchaser. (d) The Shares are being or will be acquired for the each Purchaser's own account, in each case for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), or applicable state securities laws. (eb) The Each Purchaser understands that (i) the Shares Securities have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof and have not been qualified under any state securities laws on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration thereunder, and (ii) the Company's reliance on such exemptions is predicated on the Purchasers' representations set forth herein. Each Purchaser understands that the resale of the Securities Act and/or Regulation D promulgated under the Securities Act, that the Company has no present intention of registering the Shares and that the Purchaser must bear the economic risk of such investment may be restricted indefinitely, unless a subsequent disposition thereof is registered under the Securities Act and registered under any state securities law or is exempt from such registration. The . (c) Each Purchaser understands is an "Accredited Investor" as that the Shares are restricted securities within the meaning term is defined in Rule 501 of Rule 144 Regulation D promulgated under the Securities Act. Each Purchaser is able to bear the economic risk of the purchase of the Securities pursuant to the terms of this Agreement, which allows limited resale including a complete loss of such securities under certain conditions; thatPurchaser's investment in the Securities. The principal place of business of each Purchaser is as follows: Perseus - the District of Columbia, in any eventDuquesne - Pennsylvania, such exemption from registration under Rule 144 will not be available for at least two years, Micro - New Hampshire and even then will not be available unless the other conditions of Rule 144 are compiled withSatCon - Massachusetts. (fd) Each Purchaser has the full right, power and authority to enter into and perform such Purchaser's obligations under this Agreement and each Related Agreement to which it is a party, and this Agreement and each Related Agreement to which it is a party constitute valid and binding obligations of such Purchaser enforceable in accordance with their terms. (e) No consent, approval or authorization of or designation, declaration or filing with any governmental authority Governmental Body on the part of the such Purchaser is required in connection with the valid execution and delivery of this AgreementAgreement or any Related Agreement to which it is a party.