Representations Regarding the Shares of SatCon Common Stock. Based on the number of SatCon shares that would be issued at the current market price of SatCon Common Stock, all corporate action has been taken on the part of SatCon, its officers, directors and shareholders necessary for the authorization and creation, issuance and delivery of the shares of SatCon Common Stock to be issued upon exercise of the Put Rights. Such shares of SatCon Common Stock when issued in compliance with the provisions of this Agreement will be validly issued, fully paid and nonassessable and issued in compliance with all applicable federal and state securities laws. None of such shares are subject to any preemptive rights, rights of first refusal, or other rights to purchase such stock (whether in favor of SatCon or any other person), pursuant to any agreement or commitment of SatCon.
