Exhibit 10.7
MANDATORY CAPITAL CONTRIBUTION AGREEMENT
This Mandatory Capital Contribution Agreement (the "Agreement") hereby
restates and amends that certain agreement between Mechanical Technology
Incorporated ("MTI") and Edison Development Corporation ("EDC") (individually, a
"Member" collectively, the "Members") dated as of January 26, 1999. This
Agreement, effective as of January 26, 1999, formally memorializes the initial
and on-going commitment of MTI and EDC to fund Plug Power, LLC ("Plug Power")
through commercialization.
1. Commitments to Make Capital Contributions.
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In the event that Plug Power's Board of Managers determines that Plug Power is
in need of capital contributions at any time from the effective date of this
Agreement through December 31, 2000, Plug Power has the right to call upon the
Members to make one or more capital contributions ("Capital Commitment"). The
total of these capital contributions shall not exceed $22.5 million to each
Member. Additionally, Plug Power cannot request each Member to make
contributions of more than $7.5 million in 1999 and $15 million in 2000.
Specific "Capital Commitment" terms are as follows:
. In exchange for each $7.50 of capital contributed by each Member, Plug
Power will grant each Member a share of class A membership interest
("Share") up to the full amount of its actual capital contribution.
.Each Member will share equally in each capital contributions called
pursuant to the Capital Commitment.
. Each Member shall have sixty (60) days from the date of such call to
tender its payment to Plug Power.
2. Commitment Fee.
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In exchange for the Capital Commitment, Plug Power agrees to permit each Member
to make capital contributions on the Termination Date (see section 4), at a
price of $7.50 per Share, to the extent the Member's Capital Commitment of $22.5
million has not previously been called in accordance with Section 1.
3. Defaults and Penalties.
-----------------------
If Plug Power requests capital contributions from the Members pursuant to their
Capital Commitments, and one or both Members fails to make such capital
contribution ("Defaulting Member"), then such Defaulting Member shall forfeit
the right to receive the Shares it would have received in the Capital Call at
the fixed price of $7.50 per Share ("Defaulted Shares").
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Additionally, to the extent that there are Capital Commitments outstanding, the
Defaulting Member will be required to forfeit the right to receive an additional
number of Shares, at a fixed price of $7.50 per Share, equal to two times the
Defaulted Shares ("Additional Defaulted Shares"). Such Defaulting Member's
Capital Commitment shall be reduced by the sum of the Defaulted Shares plus the
Additional Defaulted Shares, multiplied by $7.50 per Share.
A non-Defaulting Member may fund the Defaulting Member's share of the Capital
Call in exchange for Shares at the fixed price of $7.50 per Share. This will not
reduce the non-Defaulting Member's Capital Commitment nor will it change the
non-Defaulting Member's commitment fee set forth in section 2 of this Agreement.
4. Early Termination of Mandatory Capital Calls.
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This Agreement shall terminate on December 31, 2000, or the date on which Plug
Power, or its successor, sells securities to the public pursuant to an Initial
Public Offering ("IPO") at a price per Share greater than $7.50 ("Qualified
IPO"), whichever occurs first ("Termination Date").
5. Transferability.
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All rights under this Agreement are non-transferable except among affiliates.
/s/ Xxxx Xxxxxxxxx
---------------------------------
Xxxx Xxxxxxxxx, President and CEO
Plug Power
Agreed & accepted:
/s/ Xxxxx X. Garderding /s/ Xxxxxxx X. Xxxxxxx
------------------------------ --------------------------
Edison Development Corporation Mechanical Technology Inc.
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PLUG POWER, LLC
000 Xxxxxx - Xxxxxx Xxxx
Xxxxxx, Xxx Xxxx 00000
000-000-0000 (Tel.)
000-000-0000 (Fax)
August 25, 1999
Edison Development Corporation
c/o DTE Energy
0000 0xx Xxxxxx
Xxxx 0000 XXX
Xxxxxxx, XX 00000-0000
Dear Sir or Madam:
Reference is made to that certain Mandatory Capital Contribution
Agreement (the "Agreement") effective as of January 26, 1999 by and among Plug
Power, LLC (the "Company"), Mechanical Technology Incorporated and Edison
Development Corporation ("EDC"). Notwithstanding any provision in the Agreement
to the contrary, the Company and EDC agree that in the event of the consummation
of an initial underwritten public offering of shares of class A membership
interests in the Company (or shares of common stock issued in exchange for class
A membership interests in any merger, recapitalization or similar transaction)
registered under the Securities Act of 1933, as amended, pursuant to which the
shares of class A membership interests or shares of common stock, as the case
may be, are sold at a price to the public greater than $7.50 per share (subject
to appropriate adjustment for share splits, reverse share splits, share
dividends, recapitalizations, reclassifications and similar events), (i) EDC
will, within three (3) business days from the execution of an underwriting
agreement, make a payment to the Company, by bank or certified check, in the
form of a capital contribution, in an amount equal to the full amount of EDC's
Capital Commitment (as such term is defined in the Agreement), less any amount
of EDC's Capital Commitment which is called and paid prior to such time and
subject to reduction as provided in Section 3 of the Agreement, and (ii) in
exchange for each $7.50 of capital contributed (subject to appropriate
adjustment for share splits, reverse share splits, share dividends,
recapitalizations, reclassifications and similar events), the Company will issue
to EDC one share of Class A membership interest or one share of common stock in
any successor to the Company, as the case may be (subject to appropriate
adjustment for share splits, reverse share splits, share dividends,
recapitalizations, reclassifications and similar events).
Except to the extend modified by the terms of this letter agreement,
the Agreement shall remain in full force and effect in accordance with its
terms.
Sincerely,
PLUG POWER, LLC
By: /s/ Xxx Xxxxx Xxxxxxx
-------------------------------
Name: Xxx-Xxxxx Xxxxxxx
Title: General Counsel
Dated: August 25, 1999
Acknowledged and Agreed:
EDISON DEVELOPMENT CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: President
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PLUG POWER, LLC
000 Xxxxxx - Xxxxxx Xxxx
Xxxxxx, Xxx Xxxx 00000
000-000-0000 (Tel.)
000-000-0000 (Fax)
August 26, 1999
Xxxxxxx X. Xxxxxxx
Vice President and Chief Financial Officer
Mechanical Technology Incorporated
000 Xxxxxx-Xxxxxx Xxxx
Xxxxxx, XX 00000
Dear Sir or Madam:
Reference is made to that certain Mandatory Capital Contribution
Agreement (the "Agreement") effective as of January 26, 1999 by and among Plug
Power, LLC (the "Company"), Mechanical Technology Incorporated ("MTI") and
Edison Development Corporation. Notwithstanding any provision in the Agreement
to the contrary, the Company and MTI agree that in the event of the consummation
of an initial underwritten public offering of shares of class A membership
interests in the Company (or shares of common stock issued in exchange for class
A membership interests in any merger, recapitalization or similar transaction)
registered under the Securities Act of 1933, as amended, pursuant to which the
shares of class A membership interests or shares of common stock, as the case
may be, are sold at a price to the public greater than $7.50 per share (subject
to appropriate adjustment for share splits, reverse share splits, share
dividends, recapitalizations, reclassifications and similar events), (i) MTI
will, within three (3) business days from the execution of an underwriting
agreement, make a payment to the Company, by bank or certified check, in the
form of a capital contribution, in an amount equal to the full amount of MTI's
Capital Commitment (as such term is defined in the Agreement), less any amount
of MTI's Capital Commitment which is called and paid prior to such time and
subject to reduction as provided in Section 3 of the Agreement, and (ii) in
exchange for each $7.50 of capital contributed (subject to appropriate
adjustment for share splits, reverse share splits, share dividends,
recapitalizations, reclassifications and similar events), the Company will issue
to MTI one share of Class A membership interest or one share of common stock in
any successor to the Company, as the case may be (subject to appropriate
adjustment for share splits, reverse share splits, share dividends,
recapitalizations, reclassifications and similar events).
Except to the extent modified by the terms of this letter agreement,
the Agreement shall remain in full force and effect in accordance with its
terms.
Sincerely,
PLUG POWER, LLC
By: /s/ Xxx Xxxxx Xxxxxxx
--------------------------------------
Name: Xxx-Xxxxx Xxxxxxx
Title: General Counsel
Dated: August 26, 1999
Acknowledged and Agreed:
MECHANICAL TECHNOLOGY INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President & CFO
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