AGREEMENT RELATING TO JOINT FILING OF SCHEDULE 13DSmart Hydrogen Inc • April 20th, 2006 • Electrical industrial apparatus
The undersigned hereby agree that a joint statement on Schedule 13D be filed on behalf of all of the undersigned with respect to the securities of Plug Power Inc.
SHAREHOLDERS AGREEMENTShareholders Agreement • April 20th, 2006 • Smart Hydrogen Inc • Electrical industrial apparatus
This SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of February 15, 2006, is entered into by and among SMART HYDROGEN INC., a BVI Business Company incorporated under the laws of the British Virgin Islands (the “Company”), CLAYBURN DEVELOPMENT INC., a company organized under the laws of the British Virgin Islands (“Clayburn”), BRANTON LIMITED, a company incorporated under the laws of the Commonwealth of the Bahamas (“Branton”), and SORINVEST SOCIÉTÉ A RESPONSIBILITÉ LIMITÉE, a company organized under the laws of Tunisian Republic (“Management Company”).
EXHIBIT L MANAGEMENT AGREEMENTManagement Agreement • July 10th, 2006 • Smart Hydrogen Inc • Electrical industrial apparatus
This MANAGEMENT AGREEMENT (this “Agreement”), dated as of June 19, 2006, is entered into by and between SMART HYDROGEN INC., a BVI Business Company incorporated under the laws of the British Virgin Islands (the “Company”), and CIATA TRADING LIMITED, a company organized under the laws of the British Virgin Islands (the “Manager”), each of which is sometimes referred to herein as a “Party” and collectively as the Parties”).
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • April 20th, 2006 • Smart Hydrogen Inc • Electrical industrial apparatus • New York
This VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”), dated as of April 10, 2006, is made by and between DTE Energy Foundation, a Michigan non-profit corporation (“Seller”) and Smart Hydrogen Inc., a BVI Business Company incorporated under the laws of the British Virgin Islands (“Buyer”). Each of Seller and Buyer is sometimes referred to herein as a “Party” and collectively as the “Parties.”
EXHIBIT K AMENDED AND RESTATED SHAREHOLDERS AGREEMENTAmended and Restated Shareholders Agreement • July 10th, 2006 • Smart Hydrogen Inc • Electrical industrial apparatus
This AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of April 27, 2006, is entered into by and among SMART HYDROGEN INC., a BVI Business Company incorporated under the laws of the British Virgin Islands (the “Company”), CLAYBURN DEVELOPMENT INC., a company organized under the laws of the British Virgin Islands (“Clayburn”), BRANTON LIMITED, a company incorporated under the laws of the Commonwealth of the Bahamas (“Branton”), and CIATA TRADING LIMITED, a company organized under the laws of the British Virgin Islands (“Management Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 20th, 2006 • Smart Hydrogen Inc • Electrical industrial apparatus • New York
This Stock Purchase Agreement (this “Agreement”) is entered into this 10th day of April 2006, by and between DTE Energy Foundation, a Michigan non-profit corporation (“Seller”), and Smart Hydrogen Inc., a BVI Business Company incorporated under the laws of the British Virgin Islands (“Buyer”) (each of Seller and Buyer is sometimes referred to herein as a “Party” and collectively as the “Parties”).
EXHIBIT F AGREEMENT RELATING TO JOINT FILING OF SCHEDULE 13D/AExhibit F • July 10th, 2006 • Smart Hydrogen Inc • Electrical industrial apparatus
The undersigned hereby agree that a joint statement on Schedule 13D be filed on behalf of all of the undersigned with respect to the securities of Plug Power Inc.
LOAN AGREEMENTLoan Agreement • April 20th, 2006 • Smart Hydrogen Inc • Electrical industrial apparatus • England
Branton Limited, a company organized and existing under the laws of Commonwealth of the Bahamas (registration number 125964 B) and having its registered office at Kings Court, 1st floor, Bay Street, P.O. Box N-3944, Nassau, Bahamas (the “Lender").
April 10, 2006Smart Hydrogen Inc • April 20th, 2006 • Electrical industrial apparatus
Re: Disclosure Letter in connection with that certain Stock Purchase Agreement (the “Agreement”), dated as of April 10, 2006, by and between Plug Power Inc. (the “Company”) and Smart Hydrogen Inc. (“Buyer”)
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 20th, 2006 • Smart Hydrogen Inc • Electrical industrial apparatus • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into this 30th day of December, 2005, by and between GE POWER SYSTEMS EQUITIES, INC., a Delaware corporation (“Seller”), and SMART HYDROGEN INC., a BVI Business Company incorporated under the laws of the British Virgin Islands (“Purchaser”).
EXHIBIT G INVESTOR RIGHTS AGREEMENT By and Among Plug Power Inc. and The Restricted Parties as defined herein Dated as of June 29, 2006Investor Rights Agreement • July 10th, 2006 • Smart Hydrogen Inc • Electrical industrial apparatus • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of June 29, 2006, by and among Plug Power Inc., a Delaware corporation (the “Company”), Smart Hydrogen Inc., a BVI Business Company incorporated under the laws of the British Virgin Islands (“Smart Hydrogen”), Clayburn Development Inc., a company organized under the laws of the British Virgin Islands (“Clayburn”), Branton Limited, a company organized under the laws of the Commonwealth of the Bahamas (“Branton”), ZAO Interros Holding Company, a company organized under the laws of the Russian Federation (“Interros”), and any other Person who from time to time becomes party to this Agreement as a Restricted Party in accordance with the terms hereof (collectively, together with Smart Hydrogen, Clayburn, Branton and Interros, the “Restricted Parties,” and each of them, a “Restricted Party”).
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • April 20th, 2006 • Smart Hydrogen Inc • Electrical industrial apparatus • New York
This VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”), dated as of April 10, 2006, is made by and among DTE Energy Company, a Michigan corporation (“DTE”), DTE Energy Ventures Inc., a Michigan corporation and wholly-owned subsidiary of DTE (“DTE Ventures” and collectively with DTE, the “DTE Parties”), and Smart Hydrogen Inc., a BVI Business Company incorporated under the laws of the British Virgin Islands (“Buyer”). Each of DTE, DTE Ventures, and Buyer is sometimes referred to herein as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENT by and between PLUG POWER INC. and SMART HYDROGEN INC. Dated as of April 10, 2006Stock Purchase Agreement • April 20th, 2006 • Smart Hydrogen Inc • Electrical industrial apparatus • New York
This STOCK PURCHASE AGREEMENT, dated as of April 10, 2006, is entered into by and between SMART HYDROGEN INC., a BVI Business Company incorporated under the laws of the British Virgin Islands (“Buyer”), and PLUG POWER INC., a Delaware corporation (the “Company”). Buyer and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
EXHIBIT H Registration Rights AgreementRegistration Rights Agreement • July 10th, 2006 • Smart Hydrogen Inc • Electrical industrial apparatus • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 29, 2006 by and between Plug Power Inc., a Delaware corporation (the “Company”), and Smart Hydrogen Inc., a BVI Business Company incorporated under the laws of the British Virgin Islands (“Initial Holder”), each of which is sometimes referred to herein as a “Party” and collectively as the “Parties.”
LOCK-UP LETTER AGREEMENTLock-Up Letter Agreement • April 20th, 2006 • Smart Hydrogen Inc • Electrical industrial apparatus
Reference is made to that certain Stock Purchase Agreement (the “Company Stock Purchase Agreement”) dated as of April 10, 2006 by and between Smart Hydrogen, Inc. (the “Buyer”) and Plug Power Inc., a Delaware corporation (the “Company”).
