UNDERWRITING AGREEMENT between AMERICAN DG ENERGY INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters AMERICAN DG ENERGY INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 1st, 2014 • American Dg Energy Inc • Electric, gas & sanitary services • New York
Aegis Capital Corp. As Representative of the several Underwriters named on Schedule 1 attached hereto 810 Seventh Avenue, 18th Floor New York, New York 10019
EUROSITE POWER INC. FORM OF COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 10th, 2010 • American Dg Energy Inc • Electric, gas & sanitary services • Massachusetts
The undersigned (the “Investor”) desires to purchase from EuroSite Power Inc., a Delaware corporation (the “Company”), ____________ shares of its Common Stock, par value $.001 per share (the “Common Stock”). The purchase price for each share of Common Stock is $1.00.
ContractWarrant Agreement • March 31st, 2011 • American Dg Energy Inc • Electric, gas & sanitary services • Delaware
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY STATE SECURITIES LAWS WHICH MAY BE APPLICABLE. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL BEFORE IT EFFECTS ANY TRANSFER ON ITS BOOKS AND RECORDS OF THIS WARRANT OR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 9th, 2013 • American Dg Energy Inc • Electric, gas & sanitary services • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of September 4, 2013, is by and among American DG Energy Inc., a Delaware corporation (the “Company”), and the subscriber identified on the signature pages hereto (the “Subscriber”).
SALES REPRESENTATIVE AGREEMENTSales Representative Agreement • April 1st, 2013 • American Dg Energy Inc • Electric, gas & sanitary services • Massachusetts
THIS AGREEMENT made on the 20the day of October, 2009 by and between Ilios Dynamics, a Massachusetts corporation with its principal office located at 45 First Avenue, Waltham, MA, 02451 (“Ilios”), and American DG Energy, a Massachusetts corporation with an office located at 45 First Avenue, Waltham, MA (the “Representative”).
FACILITIES AND SUPPORT SERVICES AGREEMENTFacilities and Support Services Agreement • April 1st, 2013 • American Dg Energy Inc • Electric, gas & sanitary services • Massachusetts
This FACILITIES AND SUPPORT SERVICES AGREEMENT is effective as of July 1, 2012 between Tecogen Inc., a Delaware corporation (“Tecogen”), and American DG Energy Inc., a Delaware corporation (“ADG Energy”).
August 7, 2015Facilities, Support Services, and Business Agreement • August 17th, 2015 • American Dg Energy Inc • Electric & other services combined
The purpose of this letter (the “First Amendment”) is to be the first amendment to the Facilities, Support Services, and Business Agreement dated August 8, 2014 between Tecogen Inc. (the “Lessor”) and American DG Energy Inc. (the “Lessee”, and together the “Parties”) (the “Existing Agreement”).
CONSULTING AGREEMENTConsulting Agreement • September 27th, 2013 • American Dg Energy Inc • Electric, gas & sanitary services • Massachusetts
AGREEMENT made as of September 27, 2013, between American DG Energy Inc., a Delaware corporation with its principal place of business at 45 First Avenue, Waltham Massachusetts 02451 (the "Company"), and Anthony S. Loumidis, an individual at 19 Frost Lane, Sudbury, MA 01776 (the "Consultant").
American DG Energy Inc. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • February 3rd, 2010 • American Dg Energy Inc • Electric, gas & sanitary services • Massachusetts
This Agreement is made as of the 20th day of February 2007 by and between American DG Energy Inc., a Delaware corporation having its principal place of business at 45 First Avenue, Waltham, Massachusetts 02451 (the “Company”), and Charles T. Maxwell, an individual having an address at 33 Oriole Avenue, Bronxville, NY 10708 (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 3rd, 2010 • American Dg Energy Inc • Electric, gas & sanitary services • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is by and between American DG Energy Inc., a Delaware corporation (the “Company”), and the subscriber identified on the signature page below (the “Subscriber”).
American DG Energy Inc. 6% Senior Unsecured Convertible Debentures Due 2018 Subscription AgreementSubscription Agreement • December 2nd, 2011 • American Dg Energy Inc • Electric, gas & sanitary services • Massachusetts
ContractConvertible Note Agreement • June 18th, 2013 • American Dg Energy Inc • Electric, gas & sanitary services
THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE OR AS PAYMENT OF INTEREST ON THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ANY APPLICABLE EXEMPTION THEREFROM.
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • September 30th, 2009 • American Dg Energy Inc • Electric, gas & sanitary services • Massachusetts
Debt Conversion Agreement (this “Agreement”) dated as of April 1, 2006 between John N. Hatsopoulos (the “Lender”) and American DG Energy Inc. (the “Borrower”).
THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE OR AS PAYMENT OF INTEREST ON THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD OR OTHERWISE...Convertible Note Agreement • February 25th, 2014 • American Dg Energy Inc • Electric, gas & sanitary services
THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE OR AS PAYMENT OF INTEREST ON THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT IS IN EFFECT, (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR (III) SUCH OFFER OR TRANSFER IS MADE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
Separation and Release of Claims AgreementSeparation and Release of Claims Agreement • February 9th, 2015 • American Dg Energy Inc • Electric, gas & sanitary services • Massachusetts
This Separation and Release of Claims Agreement ("Agreement") is entered into by and between American DG Energy Inc., a Delaware Corporation, (the "Employer") on behalf of itself, its subsidiary EuroSite Power Inc., its related party Ilios Dynamics Inc, its related party Tecogen Inc and each of their respective employees, officers, directors, owners, shareholders and agents (collectively referred to herein as the "Employer Group"), and Barry Sanders (the "Employee") (the Employer and the Employee are collectively referred to herein as the "Parties") as of February 6, 2015 (the "Execution Date").
500,000 Units AMERICAN DG ENERGY INC. Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 10th, 2010 • American Dg Energy Inc • Electric, gas & sanitary services • New York
REVOLVING LINE OF CREDIT AGREEMENT (Amended as of February 22, 2010)Revolving Line of Credit Agreement • August 13th, 2010 • American Dg Energy Inc • Electric, gas & sanitary services • Massachusetts
This Revolving Line of Credit Agreement (the “Agreement”) is made and entered into in this 17th day of December, 2009 by and between John Hatsopoulos (“Lender”), residing at 3 Woodcock Lane, Lincoln, Massachusetts 01773 and American DG Energy Inc., a corporation organized under the laws of Delaware (“Borrower”), with offices located at 45 First Avenue, Waltham, Massachusetts 02451.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 24th, 2017 • American Dg Energy Inc • Electric & other services combined
THIS AMENDMENT NO. 1 (this “Amendment No. 1”), dated effective as of March 23, 2017, to that certain Agreement and Plan of Merger, dated November 1, 2016 (the “Merger Agreement”), by and among Tecogen Inc., a Delaware corporation (“Tecogen”); Tecogen.ADGE Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Tecogen (“Merger Sub”); and American DG Energy Inc., a Delaware corporation as the company to be acquired (“ADGE”), is made and entered into by Tecogen, Merger Sub and ADGE. Capitalized terms used, but not defined, herein shall have the meanings given to such terms in the Merger Agreement.
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • September 30th, 2009 • American Dg Energy Inc • Electric, gas & sanitary services • Massachusetts
Debt Conversion Agreement (this “Agreement”) dated as of April 1, 2006 between George and Daphne Hatsopoulos (the “Lenders”) and American DG Energy Inc. (the “Borrower”).
FACILITIES, SUPPORT SERVICES, and BUSINESS AGREEMENTFacilities and Support Services Agreement • August 14th, 2014 • American Dg Energy Inc • Electric, gas & sanitary services • Massachusetts
This FACILITIES AND SUPPORT SERVICES AGREEMENT is effective as of July 1, 2014 between Tecogen Inc., a Delaware corporation (“Tecogen”), and American DG Energy Inc., a Delaware corporation (“ADG Energy”).
AMENDMENT NO. 2Facilities and Support Services Agreement • March 20th, 2009 • American Dg Energy Inc • Electric, gas & sanitary services
THIS AMENDMENT TO FACILITIES AND SUPPORT SERVICES AGREEMENT is effective as of May 15, 2008 between Tecogen Inc., a Delaware corporation (“Tecogen”), and American DG Energy Inc., a Delaware corporation (“ADG Energy”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 30th, 2015 • American Dg Energy Inc • Electric, gas & sanitary services • Massachusetts
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of ___6/24/2015___ (“Effective Date”), is by and among American DG Energy Inc., a Delaware corporation (the “Company”), and the subscriber identified on the signature pages hereto (the “Subscriber”).
Debt Repayment AgreementDebt Repayment Agreement • December 28th, 2016 • American Dg Energy Inc • Electric & other services combined
American DG Energy, a Delaware corporation located at 45 First Avenue, Waltham, MA 02451, (the “Company”), and Trifon and Despina Pantopoulou Natsis (the “Debt Holders”) (hereinafter referred to jointly as the “Parties”), entered into a convertible debt agreement executed on August 9, 2016 (the “Debt Agreement”) for the debt amount of $3,416,681.00 (the “Debt”).
AGREEMENT for TRANSFER OF SHARES OF COMMON STOCK of EUROSITE POWER INC.Transfer of Shares Agreement • August 10th, 2016 • American Dg Energy Inc • Electric & other services combined
For good and valuable consideration and intending to be legally bound, the parties irrevocably agree to the following transactions, to be effective immediately.
OPERATING AGREEMENT OF AMERICAN DG NEW YORK LLCOperating Agreement • November 22nd, 2006 • American Dg Energy Inc • Electric, gas & sanitary services • Massachusetts
This Operating Agreement of American DG New York LLC (the "Agreement") is entered into as of , 2002 by and among American DG Inc., a Delaware corporation ("AMDG"), and AES-NJ Cogen Co., Inc., a New Jersey corporation ("AES-NJ"), each of which is referred to as a "Member". The two Members hereby form a limited liability company (the "Company") pursuant to the Delaware Limited Liability Company Act (the "Act") upon the following terms and conditions:
AMERICAN DISTRIBUTED GENERATION INC. SUBSCRIPTION AGREEMENTSubscription Agreement • September 2nd, 2009 • American Dg Energy Inc • Electric, gas & sanitary services • Massachusetts
American DG Energy Inc.Revolving Line of Credit Agreement • March 31st, 2010 • American Dg Energy Inc • Electric, gas & sanitary services
This letter confirms our agreement that the funds you have agreed to make available to American DG Energy under the Revolving Line of Credit Agreement dated December 17, 2009, consisting of funds in the amount of up to $5 million, will be used solely in connection with the development of new energy systems, and will not be used for general corporate purposes or for any other purpose.
GUARANTEEGuarantee • February 25th, 2014 • American Dg Energy Inc • Electric, gas & sanitary services
For value received, American DG Energy Inc., a corporation organized under the laws of the State of Delaware (herein called the “Guarantor,” which term includes any successor corporation under the Noteholders Agreement referred to in the Note upon which this Guarantee is endorsed), hereby unconditionally guarantees to the Holder of the Note upon which this Guarantee is endorsed the due and punctual payment of the principal of, and interest on, such Note, any other amount due and payable pursuant to the terms of the Noteholders Agreement when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, repayment at the option of the Holder or otherwise, according to the terms thereof and of the Noteholders Agreement. In case of the failure of the Company punctually to make any such payment of principal or interest, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable
FIRST AMENDMENT TO THE SALES REPRESENTATIVE AGREEMENTSales Representative Agreement • November 14th, 2013 • American Dg Energy Inc • Electric, gas & sanitary services
THIS FIRST AMENDMENT TO THE SALES REPRESENTATIVE AGREEMENT dated as of November 12, 2013 (this “Amendment”) between Ilios Inc., a Massachusetts corporation with its principal office located at 45 First Avenue, Waltham, MA, 02451 and American DG Energy Inc., a Delaware corporation (“ADG Energy”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 2nd, 2009 • American Dg Energy Inc • Electric, gas & sanitary services • Massachusetts
AMENDMENT NO. 3Facilities and Support Services Agreement • March 20th, 2009 • American Dg Energy Inc • Electric, gas & sanitary services
THIS AMENDMENT TO FACILITIES AND SUPPORT SERVICES AGREEMENT is effective as of January 1, 2009 between Tecogen Inc., a Delaware corporation (“Tecogen”), and American DG Energy Inc., a Delaware corporation (“ADG Energy”).
Stock Option Agreement under American DG Energy Inc. 2005 Stock Incentive PlanStock Option Agreement • July 16th, 2014 • American Dg Energy Inc • Electric, gas & sanitary services • Delaware
This option satisfies in full all commitments that the Company has to the Optionee with respect to the issuance of stock, stock options or other equity securities.
AMERICAN DISTRIBUTED GENERATION INC. SUBSCRIPTION AGREEMENTSubscription Agreement • September 30th, 2009 • American Dg Energy Inc • Electric, gas & sanitary services • Massachusetts
SUBSCRIPTION AGREEMENTSubscription Agreement • December 10th, 2010 • American Dg Energy Inc • Electric, gas & sanitary services • New York
FIRST AMENDMENT TO THE FACILITIES, SUPPORT SERVICES, AND BUSINESS AGREEMENTFacilities, Support Services, and Business Agreement • July 2nd, 2013 • American Dg Energy Inc • Electric, gas & sanitary services • Massachusetts
This FIRST AMENDMENT TO THE FACILITIES, SUPPORT SERVICES and business AGREEMENT dated as of July 1, 2013 (this “Amendment”) between Tecogen Inc., a Delaware corporation (“Tecogen”), and American DG Energy Inc., a Delaware corporation (“ADG Energy”).
