Exhibit 10.36
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is entered into as of
November 3, 1999 by and among Plug Power Inc., a Delaware corporation (the
"Company"), and each of the parties executing a signature page hereto (each a
"Holder" and collectively the "Holders").
WHEREAS, the Holders are the owners of the number of shares of the common
stock, par value $.01 per share, of the Company (the "Common Stock") set forth
opposite their respective names on Exhibit A attached hereto (collectively,
the "Shares").
NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Definitions.
As used in this Agreement, the following terms have the following meanings:
"Commission" means the Securities and Exchange Commission.
"Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor statute, and the rules and regulations of the
Commission promulgated thereunder.
"Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or other agency or political
subdivision thereof.
"Prospectus" means the prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, and
by all other amendments and supplements to the prospectus, including post-
effective amendments, and in each case including all material incorporated by
reference or deemed to be incorporated by reference in such prospectus.
"Registrable Securities" means the Shares and any shares of Common Stock
issued or issuable with respect to the Shares by reason of a stock dividend or
stock split, recapitalization or similar transaction, but excludes (i) Shares
the sale of which is covered by a Registration Statement that has been
declared effective under the Securities Act, (ii) Shares eligible for sale by
a Holder pursuant to Rule 144 (or any similar provision then in force, but not
Rule 144A) under the Securities Act, including a sale pursuant to the
provisions of Rule 144(k), but only if all of the Registrable Securities held
by such Holder can be sold without any volume limitations, and (iii) Shares
sold pursuant to Rule 144 (or any similar provision then in force, but not
Rule 144A) under the Securities Act, including a sale pursuant to the
provisions of Rule 144(k).
"Registration Statement" means any registration statement of the Company
that covers any of the Registrable Securities pursuant to the provisions of
this Agreement, and all amendments and supplements to any such registration
statement, including post-effective amendments, in each case including the
Prospectus, all exhibits, and all material incorporated by reference or deemed
to be incorporated by reference in such registration statement.
"Securities Act" means the Securities Act of 1933, as amended from time to
time, or any successor statute, and the rules and regulations of the
Commission promulgated thereunder.
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Section 2. Piggyback Registration
(a) If at any time or times after the date hereof while any Registrable
Securities are outstanding the Company proposes to register under the
Securities Act any shares of Common Stock (other than (i) a registration on
Form S-8 or any successor form or in connection with any employee or director
welfare, benefit or compensation plan, (ii) a registration on Form S-4 or any
successor form or in connection with an exchange offer, (iii) a registration
in connection with a securities or rights offering exclusively to the
Company's security holders, (iv) a registration in connection with an offering
solely to employees of the Company or its affiliates, (v) a registration
relating to a transaction pursuant to Rule 145 or any other similar rule of
the Commission under the Securities Act or (vi) a shelf registration), then
the Company will give written notice of such proposed registration to the
Holders at least twenty (20) days before the filing of any Registration
Statement with respect thereto. If within ten (10) days after such notice is
given, the Company receives a written request from any Holder for the
inclusion in such Registration Statement of some or all of the Registrable
Securities held by such Holder (which request will specify the number of
Registrable Securities intended to be disposed of by such Holder and the
intended method of distribution therefore), the Company will (subject to the
provisions of paragraphs (b) and (c) of this Section 2) include such
Registrable Securities in such Registration Statement. The Company may
withdraw a Registration Statement filed under this Section 2 at any time prior
to the time it becomes effective, provided that the Company will give prompt
notice of such withdrawal to the Holders which requested to be included in
such Registration Statement. Each Holder shall have the right to request
inclusion of such Holder's Registrable Securities in up to three Registration
Statements pursuant to this Section 2(a). The rights of the Holders under this
Section 2(a) will terminate on the date on which the third Registration
Statement to which such rights apply is declared effective by the Commission.
(b) In connection with any registration under this Section 2 involving an
underwriting (an "Underwritten Offering"), the Company will not be required to
include a Holder's Registrable Securities in such Underwritten Offering unless
such Holder accepts the terms of the underwriting as agreed upon between the
Company and the underwriters selected by the Company. If the managing
underwriter(s) of an Underwritten Offering advises the Company that the number
of securities to be sold in such Underwritten Offering, including by Persons
other than the Company (including the Holders) (collectively, the "Selling
Stockholders"), is greater than the number which can be offered without
adversely affecting such Underwritten Offering, including, without limitation,
the price range or probability of success of such Underwritten Offering, then
the Company will include in such Underwritten Offering in the following
priority: (i) first, all shares the Company proposes to sell and (ii) second,
that number of shares of Common Stock proposed to be sold by (A) the Selling
Stockholders (including Registrable Securities proposed to be sold by the
Holders) and (B) any holders of Common Stock exercising piggyback registration
rights under the Registration Rights Agreement dated as of November 3, 1999
between the Company and GE On-Site Power, Inc. which, in the opinion of such
managing underwriter(s), can be sold without adversely affecting such
Underwritten Offering, including, without limitation, the price range or
probability of success of such Underwritten Offering, which shares shall be
allocated among the Selling Stockholders (including the Holders requesting
registration) and such other holders on a pro rata basis according to the
relationship that the number of shares requested to be included by each
Selling Stockholder (including the Registrable Securities requested to be
included in each Holder) and each such other holder in such Underwritten
Offering bears to the total number of shares requested to be registered by all
Selling Stockholders (including the total number of Registrable Securities
requested to be registered by all Holders) and such other holders.
(c) Each Holder hereby agrees that such Holder may not participate in any
Underwritten Offering unless such Holder (a) agrees to sell such Holder's
Registrable Securities on the basis provided in the underwriting arrangements
applicable to such Underwritten Offering and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of the underwriting
arrangements for such Underwritten Offering.
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Section 3. Registration Procedures.
(a) The Company will notify each Holder whose Registrable Securities are
included in a Registration Statement of the effectiveness of such Registration
Statement and will furnish to each such Holder, without charge, such number of
conformed copies of such Registration Statement and any post-effective
amendment thereto and such number of copies of the Prospectus (including each
preliminary Prospectus) and any amendments or supplements thereto, as such
Holder may reasonably request in order to facilitate the sale of such Holder's
Registrable Securities.
(b) The Company will promptly notify each Holder requesting registration
of, and confirm in writing, any request by the Commission for amendments or
supplements to the Registration Statement or the Prospectus related threreto
or for additional information. In addition, the Company will promptly notify
each such Holder of, and confirm in writing, the filing of the Registration
Statement, any Prospectus supplement related thereto or any post-effective
amendment to the Registration Statement and the effectiveness of any post-
effective amendment.
(c) The Company will use commercially reasonable efforts to register or
qualify the Registrable Securities covered by any Registration Statement under
such other securities or "blue sky" laws of such states of the United States
as any Holder requesting registration reasonably requests; provided, however,
that the Company will not be required (i) to qualify as a foreign corporation
to do business in any jurisdiction in which it is not then qualified, (ii) to
file any general consent to service of process, or (iii) to subject itself to
taxation in any jurisdiction where it would not otherwise be subject to
taxation.
(d) At any time when a Prospectus relating to the Registration Statement is
required to be delivered under the Securities Act, the Company will promptly
notify each Holder holding Registrable Securities covered by such Registration
Statement of the happening of any event as a result of which the Prospectus
included in the Registration Statement includes an untrue statement of a
material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. In such event, the
Company will promptly prepare and file with the Commission and furnish to each
such Holder a reasonable number of copies of a supplement or amendment to such
Prospectus so that, as thereafter deliverable to the purchasers of Registrable
Securities, such Prospectus will not contain any untrue statements of a
material fact of omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.
Section 4. Registration Expenses.
The Company will bear all expenses incurred in connection with the
registration of the Registrable Securities pursuant to Section 2 of this
Agreement; provided, however, that the Holders will be responsible and will
pay for (i) any brokerage or underwriting discounts and commissions and taxes
of any kind (including, without limitation, transfer taxes) with respect to
any disposition, sale or transfer of Registrable Securities, (ii) any fees or
expenses of any counsel, accountants or other persons retained or employed by
the Holders and (iii) out-of-pocket expenses of the Holders and their agents,
including, without limitation, any travel costs.
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Section 5. Indemnification and Contribution.
(a) Indemnification by the Company. The Company agrees to indemnify and
hold harmless, to the full extent permitted by law, each Holder, its officers,
directors, employees and agents and each Person, if any, which controls such
Holder within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, (Collectively, "Controlling Persons"), from
and against all losses, claims, damages, liabilities and expenses (including
without limitation any legal or other fees and expenses reasonably incurred by
any Holder or any such Controlling Person in connection with defending or
investigating any action or claim in respect thereof) (collectively,
"Damages") to which any of them may become subject under the Securities Act or
otherwise, insofar as such Damages arise out of or are based upon (i) any
untrue or alleged untrue statement of material fact contained in any
Registration Statement (including any related preliminary or final Prospectus)
pursuant to which Registrable Securities of such Holder were registered under
the Securities Act, (ii) any omission or alleged omission to state therein a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or (ii) any
violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any other law, including, without limitation, any state
securities law, or any rule or regulation thereunder relating to the offer or
sale of the Registrable Securities pursuant to a Registration Statement (the
matters in the foregoing clauses (i) through (iii) being, collectively,
"Violations"), except insofar as and to the extent that such Violation arose
out of or was based upon information regarding such Holder or its plan of
distribution which was furnished to the Company by such Holder for use therin,
provided, further that the Company will not be liable to any person who
participates as an underwriter in the offering or sale of Registrable
Securities or any Controlling person of such underwriter, in any such case to
the extent that any such Damages arise out of or are based upon (A) an untrue
statement or alleged untrue statement or omission or alleged omission made in
such Registration Statement (including any related preliminary or final
Prospectus) in reliance upon and in conformity with information furnished to
the Company for use in connection with the Registration Statement or the
Prospectus contained therein by such underwriter or Controlling Person or
(B) the failure of such underwriter or Controlling Person to send or give a
copy of the final Prospectus furnished to it by the Company at or prior to the
time such action is required by the Securities Act to the person claiming an
untrue statement or alleged untrue statement or omission or alleged omission
if such statement or omission was corrected in such final prospectus. The
obligations of the Company under this Section 5(a) shall survive the
completion of any offering of Registrable Securities pursuant to Registration
Statement under this Agreement or otherwise and shall survive the termination
of this Agreement.
(b) Indemnification by the Holders. Each Holder agrees to indemnify and
hold harmless, to the full extent permitted by law, the Company, its
directors, officers, employees and agents and each Controlling Person of the
Company, from and against any and all Damages to which any of them may become
subject under the Securities Act or otherwise to the extent such Damages arise
out of or are based upon any Violation, in each case to the extent that such
Violation occurs as a result of (i) any untrue statement or alleged untrue
statement of material fact contained in any Registration Statement (including
any related preliminary or final Prospectus), or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, no misleading, if and to the extent that such statement
or omission arose out of or was based upon information regarding such Holder
or its plan of distribution which was furnished to the Company by such Holder
for use therein, or (ii) the failure by such Holder to deliver or cause to be
delivered to any purchaser of the shares covered by the Registration Statement
the Prospectus contained in the Registration Statement (as amended or
supplemented, if applicable) furnished by the Company to such Holder.
Notwithstanding the foregoing, (A) in no event will a Holder have any
obligation under this Section 5(b) for amounts the Company pays in settlement
of any such loss, claim, damage, liability or action if such settlement is
effected without the consent of the Holder (which consent shall not be
unreasonably withheld) and (B) the total amount for which a Holder shall be
liable under this Section 5(b) shall not in any event exceed the aggregate net
proceeds received by such Holder from the sale of the Holder's Registrable
Securities in such registration. The obligations of the Holders under this
Section 5(b) shall survive the completion of any offering of Registrable
Securities pursuant to a Registration Statement under this Agreement or
otherwise and shall survive the termination of this Agreement.
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(c) Contribution. To the extent that the indemnification provided for in
paragraph (a) or (b) of this Section 5 is held by a court of competent
jurisdiction to be unavailable to an indemnified party in respect of any
Damages, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, will contribute to the amount
paid or payable by such indemnified party as a result of such Damages (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand, and each Holder on the other, from the offering
of the Registrable Securities or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company, on the one hand, and the Holders, on
the other, in connection with the statements or omissions which resulted in
such Damages, as well as any other relevant equitable considerations. The
relative fault of the Company on the one hand and of the Holders on the other
hand will be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company or by the Holders and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission; provided, however, that in no event shall the obligation of any
indemnifying party to contribute under this Section 5(c) exceed the amount
that such indemnifying party would have been obligated to pay by way of
indemnification if the indemnification provided for under paragraph (a) or (b)
of this Section 5 had been available under the circumstances.
If indemnification is available under paragraph (a) or (b) of this Section
5, the indemnifying parties will indemnify each indemnified party to the full
extent provided in such paragraphs without regard to the relative benefits to
or relative fault of said indemnifying party or indemnified party to any other
equitable consideration provided of in this Section 5(c)
The Company and each Holder agrees that it would not be just or equitable
if contribution pursuant to this Section 5(c) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to herein.
No indemnified party guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any indemnifying party who was not guilty of such fraudulent
misrepresentation.
(d) Notice. Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action (including any
governmental action), such indemnified party shall, if a claim in respect
thereof is to made against any indemnifying party under this Section 5,
deliver to the indemnifying party a written notice of the commencement
thereof, and the indemnifying party shall have the right to participate in,
and, to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the
indemnified party, as the case may be; provided however, that an indemnified
party shall have the right to retain its own counsel with the fees and
expenses to be paid by the indemnifying party, if, in the reasonable opinion
of counsel retained by the indemnifying party, the representation by such
counsel of the indemnified party and the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The Company shall pay reasonable fees for only one separate legal
counsel for the Holders. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
indemnified party under this Section 5, except to the extent that the
indemnifying party is prejudiced in its ability to defend such action.
5
Section 6. Market Stand-off.
Each Holder whose Registrable Securities are covered by a Registration
Statement filed pursuant to Section 2 hereof agrees, if requested by the
Company in the case of a nonunderwritten offering (a "Nonunderwritten
Offering" and, together with an Underwritten Offering, an "Offering") or if
requested by the managing underwriter(s) in an Underwritten Offering, not to
effect any public sale or distribution of any of any securities of the Company
of any class included in such Offering, including a sale pursuant to Rule 144
or Rule 144A under the Securities Act (except as part of such Offering),
during the 15-day period prior to, and during the 180-day period (or such
longer period as may be required by the managing underwriter(s)) beginning on,
the date of pricing of each Offering, to the extent timely notified in writing
by the Company or the managing underwriter(s).
Section 7. Covenants of Holders.
Each Holder will (a) furnish to the Company such information regarding such
Holder and such Holder's intended method of distribution of the Registrable
Securities as the Company may from time to time reasonably request in writing
in order to comply with the Securities Act and the provisions of this
Agreement, (b) to the extent required by the Securities Act, deliver or cause
delivery of the Prospectus contained in the Registration Statement to any
purchaser of such Holder's Registrable Securities covered by the Registration
Statement, (c) promptly notify the Company of any sale of Registrable
Securities by such Holder and (d) notify the Company as promptly as
practicable of any inaccuracy or change in information previously furnished by
the Holder to the Company or of the occurrence of any event, in either case as
a result of which any Prospectus contains or would contain an untrue statement
of a material fact regarding the Holder or the Holder's intended method of
distribution of the Registrable Securities or omits or would omit to state any
material fact regarding the Holder or the Holder's intended method of
distribution of the Registrable Securities required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and promptly furnish to the Company any
additional information required to correct and update any previously furnished
information or required so that the Prospectus will not contain, with respect
to the Holder or the Holder's intended method of distribution of the
Registrable Securities, an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing.
Section 8. Miscellaneous.
(a) Amendments and Waivers. The provisions of this Agreement, including
this Section 8(a), may not be amended, modified or supplemented, and waivers
or consents to departures from the provisions hereof will not be effective,
unless the Company has obtained the written consent of the Holders of a
majority in interest of the Registrable Securities then outstanding; provided,
however, that any such amendment, modification, supplement or waiver which
materially adversely affects the rights of any Holder shall require the prior
written consent of such Holder.
(b) Notices. Except as set forth below, all notices and other
communications provided for or permitted hereunder shall be in writing and
shall be deemed to have been duly given if delivered personally or sent by
facsimile, registered or certified mail (return receipt requested), postage
prepaid or courier or overnight delivery service to the Company at the
following address and to each Holder at the address set forth below such
Holder's signature to this Agreement (or at such other address for any party
as shall be specified by like notice, provided that notices of a change of
address shall be effective only upon receipt thereof), and further provided
that in case of directions to amend the Registration Statement pursuant to
Section 7, a Holder must confirm such notice in writing by overnight express
delivery with confirmation of receipt;
If to the Company:Plug Power Inc.
000 Xxxxxx-Xxxxxx Xxxx
Xxxxxx, Xxx Xxxx 00000
Attention: General Counsel
Facsimile No.: 000-000-0000
6
In addition to the manner of notice permitted above, notices given pursuant to
Sections 1 and 6 hereof may be effected telephonically and confirmed in
writing thereafter in the manner described above.
(c) Successors and Assigns. This Agreement will inure to the benefit of and
be binding upon the successors of each of the parties. No Holder may assign
any of its rights hereunder without the prior written consent of the Company
and any attempted assignment by any Holder without such consent will be void
of no effect and will terminate all obligations of the Company hereunder with
respect to such Holder.
(d) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed will be deemed to be an original and all of which taken
together will constitute one and the same agreement.
(e) Headings. The headings in this Agreement are for convenience of
reference only and will not limit or otherwise affect the meaning hereof.
(f) Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Delaware without regard to principles
of conflicts of law.
(g) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and
of the remaining provisions contained herein will not be in any way impaired
thereby, it being intended that all of the rights and privileges of the
Holders will be enforceable to the fullest extent permitted by law.
(h) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and is intended to be the complete and exclusive
statement of the agreement and understanding of the parties hereto in respect
of the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein.
This Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter, including such agreements and
understandings contained in the Limited Liability Company Agreement of Plug
Power, LLC dated as of June 27, 1997, as amended to date.
(i) Rule 144. The Company will file with the Commission in a timely manner
all reports and other documents required under the Securities Act and the
Exchange Act so long as the Company remains subject to such requirements and
the filing of such reports and other documents is required for purposes of
meeting the public information provisions of Rule 144.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of the date first set forth above.
PLUG POWER INC.
/s/ Xxxx Xxxxxxxxx
-------------------------------------
Xxxx Xxxxxxxxx
President and Chief Executive
Officer
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Registration Rights Agreement
Holder Signature Page
EDISON DEVELOPMENT CORPORATION
/s/ Xxxxx X. Xxxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title:
Address for Notice:
0000 Xxxxxx Xxxxxx
-------------------------------------
Xxxxxxx, XX
-------------------------------------
48226
-------------------------------------
MECHANICAL TECHNOLOGY INCORPORATED
/s/ Xxxxxxx X. Schever
-------------------------------------
Name: Xxxxxxx X. Schever
Title:
Address for Notice:
000 Xxxxxxxxxx Xxxxxx Xxxxxxxxx
-------------------------------------
Xxxxxx, XX
-------------------------------------
12205
-------------------------------------
/s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx
Address for Notice:
00000 Xxxx Xxxx Xxxxx
-------------------------------------
Suite 980
-------------------------------------
Xxxxxxxxx, XX 00000
-------------------------------------
9
ANTAEUS ENTERPRISES, INC.
/s/ Xxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxx
Title:
Address for Notice:
00 Xxxx Xxxxxx
-------------------------------------
Suite 2200
-------------------------------------
Xxx Xxxx, XX 00000
-------------------------------------
ANTAEUS RETIREMENT BENEFITS PLAN
/s/ Xxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxx
Title:
Address for Notice:
00 Xxxx Xxxxxx
-------------------------------------
Suite 2200
-------------------------------------
Xxx Xxxx, XX 00000
-------------------------------------
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxx
Address for Notice:
0000 X. Xxxxxxxxx Xxxxxx
-------------------------------------
Xxxxxxxxx Xxx, XX
-------------------------------------
53217
-------------------------------------
10
XXXXX X. XXXXXXX 1999 GIFT TRUST
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxx Xxxxxxx
________________________ , as Trustee
Address for Notice:
0000 X. Xxxxxxxxx Xxxxxx
-------------------------------------
Xxxxxxxxx Xxx, XX
-------------------------------------
53217
-------------------------------------
XXXX X. XXXXXXX 1999 GIFT TRUST
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxx Xxxxxxx
________________________ , as Trustee
Title:
Address for Notice:
0000 X. Xxxxxxxxx Xxxxxx
-------------------------------------
Xxxxxxxxx Xxx, XX
-------------------------------------
53217
-------------------------------------
SOUTHERN CALIFORNIA GAS COMPANY
/s/ Xxx X. Xxxxxxx
-------------------------------------
Address for Notice:
c/o Sempra Energy
-------------------------------------
000 Xxx Xxxxxx
-------------------------------------
Xxx Xxxxx, XX 00000
-------------------------------------
11
EXHIBIT A
Number of
Holder Shares
------ ----------
Edison Development Corporation....................................... 13,704,315
Mechanical Technology Incorporated................................... 13,704,315
Xxxxxxx X. Xxxxxx.................................................... 1,840,000
Southern California Gas Company...................................... 1,350,000
Antaeus Enterprises, Inc............................................. 296,850
Antaeus Retirement Benefits Plan..................................... 3,000
Xxxxxxx X. Xxxxxxx................................................... 30,000
Xxxxx X. Xxxxxxx 1999 Gift Trust..................................... 15,000
Xxxx X. Xxxxxxx 1999 Gift Trust...................................... 15,000
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