DISTRIBUTED ENERGY SYSTEMS CORP. 3,000,000 Shares of Common Stock (par value $.01 per share) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • April 11th, 2006 • Distributed Energy Systems Corp • Electric services • New York
SECURED DEBTOR-IN-POSSESSION LOAN AGREEMENT by and among Distributed Energy Systems Corp. and Northern Power Systems, Inc. as Borrowers, Proton Energy Systems, Inc., Technology Drive, LLC, Northern Power Systems Commercial Condominium Owners...Secured Debtor-in-Possession Loan Agreement • June 30th, 2008 • Distributed Energy Systems Corp • Electric services • New York
SECURED DEBTOR-IN-POSSESSION LOAN AGREEMENT (this “Agreement”), dated as of June 24, 2008, by and among Distributed Energy Systems Corp., a Delaware corporation (“DESC”), and Northern Power Systems, Inc., a Delaware corporation (“Northern,” and together with DESC, the “Borrowers,” and each individually, a “Borrower”), each Borrower being a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”); Proton Energy Systems, Inc., a Delaware corporation (“Proton”), Technology Drive, LLC, a Connecticut limited liability company (“Tech LLC”), Northern Power Systems Commercial Condominium Owners Association, a Vermont condominium association (“NPSCCOA”), DESC WTE Energy LLC, a Delaware limited liability company (“DESC WTE”), and NP Canada, Inc., a Canadian corporation (“NP Canada,” and together with Proton, Tech LLC, NPSCCOA and DESC WTE, the “Guarantors,” and each individually, a “Guarantor”); and Perseus Partners VII, L.P., a Delaware
ROPES & GRAY LLP ONE INTERNATIONAL PLACE BOSTON, MA 02110-2624 617-951-7000 F 617-951-7050 BOSTON NEW YORK SAN FRANCISCO WASHINGTON, DCContribution and Merger Agreement • October 31st, 2003 • Distributed Energy Systems Corp • Electric services
JOINT VENTURE AGREEMENT BY AND BETWEEN DISTRIBUTED ENERGY SYSTEMS CORP. AND MORGAN STANLEY WIND LLCJoint Venture Agreement • March 9th, 2007 • Distributed Energy Systems Corp • Electric services • Delaware
THIS JOINT VENTURE AGREEMENT is dated as of March 7, 2007, by and between Distributed Energy Systems Corp., a Delaware corporation., a Delaware corporation (“DESC”), and Morgan Stanley Wind LLC, a Delaware limited liability company (“MS”). Each capitalized term utilized in this Agreement shall have the meaning ascribed to such term in Article I.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 14th, 2008 • Distributed Energy Systems Corp • Electric services • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 4th day of June, 2008, by and between Distributed Energy Systems Corp., a Delaware corporation and about to be a debtor-in-possession, having a principal business address of 10 Technology Drive, Wallingford, Connecticut 06492 (the “Seller”), and F9 Investments, LLC, a Florida Limited Liability Corporation, having a principal business address of 16 Palm Avenue, Miami Beach, FL 33139 (the “Purchaser”).
ASSET PURCHASE AGREEMENT July 17, 2008 by and among CB WIND ACQUISITION CORP. DISTRIBUTED ENERGY SYSTEMS CORP. and NORTHERN POWER SYSTEMS, INC.Asset Purchase Agreement • July 22nd, 2008 • Distributed Energy Systems Corp • Electric services • New York
NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, and intending to be legally bound, the parties hereto agree as follows:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2007 • Distributed Energy Systems Corp • Electric services
THIS AMENDMENT (the “Amendment”) is made as of September 26, 2007, by and between Distributed Energy Systems Corp., a Delaware corporation with its principal place of business at 10 Technology Drive, Wallingford, CT 06492 (the “Company”), and Walter W. Schroeder, residing at One Captain’s Walk, Rowayton, CT 06853 (“WWS”).
Distributed Energy Systems Corp. Wallingford, CT 06492 November 16, 2007Consulting Agreement • November 21st, 2007 • Distributed Energy Systems Corp • Electric services • Connecticut
PLEDGE AGREEMENTPledge Agreement • September 20th, 2006 • Distributed Energy Systems Corp • Electric services • Connecticut
THIS AGREEMENT is made and entered into as of the 11th day of September, 2006 by and between WEBSTER BANK, NATIONAL ASSOCIATION a national banking association, having an office located at 80 Elm Street, New Haven, Connecticut 06510 (the “Bank”), and TECHNOLOGY DRIVE LLC, a Connecticut limited liability company, having a principal place of business located at 10 Technology Drive, Wallingford, Connecticut 06492 (the “Borrower”).
SECOND AMENDMENT TO ADDITIONAL INVESTMENT SENIOR SECURED CONVERTIBLE PROMISSORY NOTESAdditional Investment Senior Secured Convertible Promissory Notes • May 19th, 2008 • Distributed Energy Systems Corp • Electric services • New York
SECOND AMENDMENT TO ADDITIONAL INVESTMENT SENIOR SECURED CONVERTIBLE PROMISSORY NOTES (this “Second Amendment”), dated as of May 16, 2008, by and between Distributed Energy Systems Corp., a Delaware corporation (the “Company”) and Perseus Partners VII, L.P., a Delaware limited partnership (the “Holder”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined have the respective meanings provided such terms in the Purchase Agreement and the Notes referred to below.
TRANSITION AGREEMENT AND GENERAL RELEASETransition Agreement • December 18th, 2007 • Distributed Energy Systems Corp • Electric services • Connecticut
THIRD AMENDMENT TO ADDITIONAL INVESTMENT SENIOR SECURED CONVERTIBLE PROMISSORY NOTESAdditional Investment Senior Secured Convertible Promissory Notes • May 27th, 2008 • Distributed Energy Systems Corp • Electric services • New York
THIRD AMENDMENT TO ADDITIONAL INVESTMENT SENIOR SECURED CONVERTIBLE PROMISSORY NOTES (this “Third Amendment”), dated as of May 22, 2008, by and between Distributed Energy Systems Corp., a Delaware corporation (the “Company”) and Perseus Partners VII, L.P., a Delaware limited partnership (the “Holder”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined have the respective meanings provided such terms in the Purchase Agreement and the Notes referred to below.
DISTRIBUTED ENERGY SYSTEMS CORP. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • January 20th, 2006 • Distributed Energy Systems Corp • Electric services
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 20th, 2006 • Distributed Energy Systems Corp • Electric services • Delaware
This Agreement is made January 16, 2006 (the “Effective Date”), by and between Distributed Energy Systems Corp. (“DESC”) and Ambrose L. Schwallie.
HALE AND DORR LETTERHEADAgreement and Plan of Contribution and Merger • October 22nd, 2003 • Distributed Energy Systems Corp • Electric services
LEASE AGREEMENTLease Agreement • October 22nd, 2003 • Distributed Energy Systems Corp • Electric services • Vermont
THIS LEASE agreement, made this 28th day of March, 2003, by and between Central Vermont Economic Development Corporation, a Vermont corporation with a principal place of business at the National Life Building, PO Box 1439, Montpelier, Vermont, 05601 (hereinafter called “Landlord”), and Northern Power Systems, Inc., a Delaware corporation, with a place of business at 182 Mad River Park, Waitsfield, Vermont (hereinafter called “Tenant”).
AGREEMENTEmployment Agreement • February 2nd, 2006 • Distributed Energy Systems Corp • Electric services • Connecticut
THIS AGREEMENT (the “Agreement”), made as of this 27th day of January, 2006, entered into by Distributed Energy Systems Corp., a Delaware corporation with its principal place of business at 10 Technology Drive, Wallingford, CT 06492 (the “Company”), and Walter W. Schroeder, residing at One Captain’s Walk, Rowayton, CT 06853 (“WWS”).
DISTRIBUTED ENERGY SYSTEMS CORP. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • January 14th, 2005 • Distributed Energy Systems Corp • Electric services
POSTPETITION SECURITY AND PLEDGE AGREEMENTPostpetition Security and Pledge Agreement • June 30th, 2008 • Distributed Energy Systems Corp • Electric services • New York
POSTPETITION SECURITY AND PLEDGE AGREEMENT entered into as of June 24, 2008 (as from time to time amended, modified, restated, supplemented and in effect, this “Security Agreement”), by Distributed Energy Systems Corp., a Delaware corporation (“DESC”) and Northern Power Systems, Inc., a Delaware corporation (“Northern”, and together with DESC, each, a “Borrower” and collectively, the “Borrowers”) and Proton Energy Systems, Inc., a Delaware corporation (“Proton”), Technology Drive L.L.C., a Connecticut limited liability partnership (“Tech LLC”), Northern Power Systems Commercial Condominium Owners Association, a Vermont condominium association (“NPSCCOA”), DESC WTE Energy LLC, a Delaware limited liability company (“DESC WTE”), and NP Canada Inc., a Canadian corporation (“NP Canada,” and together with Proton, Tech LLC, NPSCCOA and DESC WTE, each a “Guarantor”, and collectively, the “Guarantors”) in favor of Perseus Partners VII, L.P., a Delaware limited partnership (the “Secured Party” o
Distributed Energy Systems Corp.Future Stock Option Grants • December 13th, 2007 • Distributed Energy Systems Corp • Electric services
The purpose of this letter is to set forth the agreement between Distributed Energy Systems Corp. (the “Company”) and you regarding future stock option grants to be made by the Company to you. This agreement is made in consideration of your services, through BH Cherry LLC (the “LLC”), as the Company’s interim chief executive officer.
FIRST AMENDMENT TO BONDING SUPPORT AGREEMENTBonding Support Agreement • October 22nd, 2003 • Distributed Energy Systems Corp • Electric services
The Bonding Support Agreement (the “Agreement”) dated as of May 22, 2003 by and between Northern Power Systems, Inc. and Proton Energy Systems, Inc. is hereby amended by replacing the words “$2 million” in the last sentence of Section 1 thereof with the words “$3 million”. Except as amended herein, the Agreement is confirmed to remain in full force and effect.
AGREEMENTEmployment Agreement • January 20th, 2006 • Distributed Energy Systems Corp • Electric services
THIS AGREEMENT (the “Agreement”), made as of this 1st day of September, 2005, entered into by Distributed Energy Systems Corp., a Delaware corporation with its principal place of business at 10 Technology Drive, Wallingford, CT 06492 (the “Company”), and Clint Coleman, residing at 243 Mad Meadow Road, Warren, VT 05674 (the “Employee”).
DISTRIBUTED ENERGY SYSTEMS CORP NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • January 14th, 2005 • Distributed Energy Systems Corp • Electric services
Distributed Energy Systems Corp. Nonstatutory Stock Option Agreement Granted Under 2003 Stock Incentive PlanNonstatutory Stock Option Agreement • December 13th, 2007 • Distributed Energy Systems Corp • Electric services
SECURITIES PURCHASE AGREEMENT by and between Distributed Energy Systems Corp. and Perseus Partners VII, L.P. May 10, 2007Securities Purchase Agreement • May 16th, 2007 • Distributed Energy Systems Corp • Electric services • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 10, 2007, by and between Distributed Energy Systems Corp., a Delaware corporation (the “Company”), and Perseus Partners VII, L.P., a Delaware limited partnership (the “Purchaser”). The Company and the Purchaser are sometimes referred to in this Agreement, individually, as a “Party” and, collectively, as the “Parties.” Certain capitalized terms used in this Agreement are defined in Schedule I hereto.
DESC Letterhead] August 24, 2007Securities Purchase Agreement • August 27th, 2007 • Distributed Energy Systems Corp • Electric services • New York
Re: Securities Purchase Agreement (as amended through the date hereof, the “Purchase Agreement”) dated as of May 10, 2007 by and between Distributed Energy Systems Corp. (the “Company”), and Perseus Partners VII, L.P. (the “Purchaser”)
SECOND AMENDMENT TO BONDING SUPPORT AGREEMENTBonding Support Agreement • October 31st, 2003 • Distributed Energy Systems Corp • Electric services
The Bonding Support Agreement (the “Agreement”) dated as of May 22, 2003, as amended, by and between Northern Power Systems, Inc. and Proton Energy Systems, Inc. is hereby amended by changing all references therein to “December 31, 2003” to “March 31, 2004”. Except as amended herein, the Agreement is confirmed to remain in full force and effect.
FIRST AMENDMENT TO PURCHASE AGREEMENT, COMPANY SECURITY AND PLEDGE AGREEMENT, SUBSIDIARY SECURITY AND PLEDGE AGREEMENT AND REGISTRATION RIGHTS AGREEMENTPurchase Agreement • March 13th, 2008 • Distributed Energy Systems Corp • Electric services • New York
FIRST AMENDMENT TO PURCHASE AGREEMENT, COMPANY SECURITY AND PLEDGE AGREEMENT, SUBSIDIARY SECURITY AND PLEDGE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT (this “First Amendment”), dated as of March 13, 2008, by and between Distributed Energy Systems Corp., a Delaware corporation (the “Company”), Northern Power Systems, Inc., a Delaware corporation (“Northern”), Proton Energy Systems, Inc., a Delaware corporation (“Proton”), Technology Drive, L.L.C., a Connecticut limited liability company (“Tech LLC”) and Perseus Partners VII, L.P., a Delaware limited partnership (the “Purchaser”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined have the respective meanings provided such terms in the Purchase Agreement referred to below.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 6 OF THIS WARRANTCommon Stock Purchase Warrant • March 9th, 2007 • Distributed Energy Systems Corp • Electric services • Delaware
Distributed Energy Systems Corp., a Delaware corporation (the “Company”), for value received, hereby certifies that Morgan Stanley Wind LLC (“MSW”), or its registered assigns (together with MSW, the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company up to 10% of the shares of Common Stock, $0.01 par value per share, of the Company (“Common Stock”) outstanding as of the date of the final exercise of this Warrant. The number of shares of Common Stock at any time outstanding shall include the aggregate number of shares issued or issuable upon the exercise or conversion of then outstanding options, rights, warrants and convertible and exchangeable securities.
Termination AgreementTermination Agreement • January 18th, 2008 • Distributed Energy Systems Corp • Electric services • Delaware
TERMINATION AGREEMENT, made as of the 16th day of January, 2008, by and between Distributed Energy Systems Corp., a Delaware corporation (the “Company”), and Morgan Stanley Wind LLC, a Delaware limited liability company (“MS”).
Perseus Partners VII, L.P.Securities Purchase Agreement • November 21st, 2007 • Distributed Energy Systems Corp • Electric services
The Company’s Board of Directors consists of six members, three of whom qualify as “independent directors” under Nasdaq Marketplace Rule 4200(a)(15). On November 19, 2007, the Company received a letter from the Nasdaq informing the Company that it does not satisfy the requirement set forth in Nasdaq Marketplace Rule 4350(c)(1) that requires a majority of an issuer’s board of directors to be independent directors and instructing the Company to provide the Nasdaq, by December 4, 2007, with a specific plan and timetable to achieve compliance with this rule.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 27th, 2007 • Distributed Energy Systems Corp • Electric services • Delaware
This Agreement (this “Agreement”) is made as of the day of August, 2007, by and between Distributed Energy Systems Corp., a Delaware corporation (the “Corporation), and (the “Indemnitee”), a director or officer of the Corporation.
FIRST AMENDMENT TO ADDITIONAL INVESTMENT SENIOR SECURED CONVERTIBLE PROMISSORY NOTESAdditional Investment Senior Secured Convertible Promissory Notes • May 12th, 2008 • Distributed Energy Systems Corp • Electric services • New York
FIRST AMENDMENT TO ADDITIONAL INVESTMENT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (this “First Amendment”), dated as of May 8, 2008, by and between Distributed Energy Systems Corp., a Delaware corporation (the “Company”) and Perseus Partners VII, L.P., a Delaware limited partnership (the “Holder”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined have the respective meanings provided such terms in the Purchase Agreement and the Notes referred to below.
AMENDMENT TO CONSTRUCTION LOAN AGREEMENTConstruction Loan Agreement • September 20th, 2006 • Distributed Energy Systems Corp • Electric services • Connecticut
THIS AMENDMENT TO MORTGAGE LOAN AGREEMENT (this “Amendment”) is made and entered into as of the 11th day of September, 2006 by and between WEBSTER BANK, NATIONAL ASSOCIATION (f/k/a Webster Bank) a national banking association, having an office located at 80 Elm Street, New Haven, Connecticut 06510 (the “Bank”), and TECHNOLOGY DRIVE LLC, a Connecticut limited liability company, having a principal place of business located at 10 Technology Drive, Wallingford, Connecticut 06492 (the “Borrower”).
FOURTH AMENDMENT TO ADDITIONAL INVESTMENT SENIOR SECURED CONVERTIBLE PROMISSORY NOTESAdditional Investment Senior Secured Convertible Promissory Notes • June 3rd, 2008 • Distributed Energy Systems Corp • Electric services • New York
FOURTH AMENDMENT TO ADDITIONAL INVESTMENT SENIOR SECURED CONVERTIBLE PROMISSORY NOTES (this “Fourth Amendment”), dated as of May 30, 2008, by and between Distributed Energy Systems Corp., a Delaware corporation (the “Company”) and Perseus Partners VII, L.P., a Delaware limited partnership (the “Holder”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined have the respective meanings provided such terms in the Purchase Agreement and the Notes referred to below.
