BY AND AMONGMerger Agreement • May 22nd, 2003 • Proton Energy Systems Inc • Electrical industrial apparatus • Delaware
WITNESSETH:Lease • March 30th, 2001 • Proton Energy Systems Inc • Electrical industrial apparatus
b) This Warrant may be exercised by the Registered Holder, in whole or in part to the extent (but only to the extent) it is then vested and exercisable pursuant to subsection 1(a) above, by surrendering this Warrant, with the purchase form appended...Common Stock Purchase Warrant • June 21st, 2000 • Proton Energy Systems Inc • Connecticut
8. Advancement of Expenses. Subject to the provisions of ----------------------- Paragraph 9 below, in the event that the Corporation does not assume the defense pursuant to Paragraph 7 of this Agreement of any Proceeding to which the Indemnitee was...Indemnification Agreement • September 18th, 2000 • Proton Energy Systems Inc • Electrical industrial apparatus • Delaware
AGREEMENTAgreement • March 30th, 2001 • Proton Energy Systems Inc • Electrical industrial apparatus
Exhibit 99.3 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of May 22, 2003, between Northern Power Systems, Inc., a Delaware corporation having its principal place of business at 182 Mad River Park, Waitsfield, Vermont 05673 (the "Company"), and...Security Agreement • May 22nd, 2003 • Proton Energy Systems Inc • Electrical industrial apparatus
THIS GUARANTY, made as of this day of December, 2001, by PROTON ENERGY --- SYSTEMS, INC., a Delaware corporation, with a notification address at 50 Inwood Road, Rocky Hill, Connecticut 06067 (the "Guarantor") to WEBSTER BANK, a federal ---------...Guaranty Agreement • March 29th, 2002 • Proton Energy Systems Inc • Electrical industrial apparatus • Connecticut
LEASELease • March 30th, 2001 • Proton Energy Systems Inc • Electrical industrial apparatus
7,000,000] Shares PROTON ENERGY SYSTEMS, INC. COMMON STOCK, PAR VALUE $0.01 UNDERWRITING AGREEMENT Morgan Stanley & Co. Incorporated Salomon Smith Barney Inc. Credit Suisse First Boston Corporation c/o Morgan Stanley & Co. Incorporated 1585 Broadway...Underwriting Agreement • September 18th, 2000 • Proton Energy Systems Inc • Electrical industrial apparatus • New York
RECITALS --------Purchase and Sale Agreement • March 30th, 2001 • Proton Energy Systems Inc • Electrical industrial apparatus
LEASE AGREEMENT ---------------Lease Agreement • June 21st, 2000 • Proton Energy Systems Inc
Warrant No. ___ Number of Shares: _________ (subject to adjustment as set forth herein) Date of Issuance: __________________Warrant Agreement • June 21st, 2000 • Proton Energy Systems Inc • Delaware
WEBSTER BANKConstruction Loan Agreement • March 29th, 2002 • Proton Energy Systems Inc • Electrical industrial apparatus • Connecticut
RECITALS --------Distribution Agreement • June 21st, 2000 • Proton Energy Systems Inc • Connecticut
EXHIBIT 10.4 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [*****]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN...Development, Marketing and Distribution Agreement • September 28th, 2000 • Proton Energy Systems Inc • Electrical industrial apparatus • Connecticut
EXHIBIT 10.7 SERIES C PREFERRED STOCK PURCHASE AGREEMENT ------------------------------------------- This Agreement dated as of April 12, 2000 is entered into by and among Proton Energy Systems, Inc., a Delaware corporation (the "Company"), the...Series C Preferred Stock Purchase Agreement • June 21st, 2000 • Proton Energy Systems Inc • Delaware
NORTHERN POWER SYSTEMS, INC. NOTELoan Agreement • September 23rd, 2003 • Proton Energy Systems Inc • 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.
OPEN-END CONSTRUCTION MORTGAGE DEED AND SECURITY AGREEMENT Mortgagor: TECHNOLOGY DRIVE LLC Mortgagor's Notice Address: 50 Inwood Road Rocky Hill, Connecticut 06067 Mortgagee: WEBSTER BANK Mortgagee's Notice Address: City Place II, 185 Asylum Street...Open-End Construction Mortgage Deed and Security Agreement • March 29th, 2002 • Proton Energy Systems Inc • Electrical industrial apparatus
Exhibit 99.2 BONDING SUPPORT AGREEMENT This Bonding Support Agreement (the "Agreement") is entered into as of May 22, 2003 by and between Northern Power Systems, Inc., a corporation organized under the laws of Delaware (the "Company") and Proton...Bonding Support Agreement • May 22nd, 2003 • Proton Energy Systems Inc • Electrical industrial apparatus • Delaware
CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENTCredit 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.
1. FOR VALUE RECEIVED, the undersigned, TECHNOLOGY DRIVE LLC, a Connecticut limited liability company, with a notification address at 50 Inwood Drive, Rocky Hill, Connecticut 06067 (the "Maker"), promises to pay to the order of WEBSTER ----- BANK, a...Construction Mortgage Note • March 29th, 2002 • Proton Energy Systems Inc • Electrical industrial apparatus
