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AMENDMENT NO. 1
to
RIGHTS AGREEMENT
Between
BEACON POWER CORPORATION
and
Equiserve Trust COMPANY, N.A.
Dated as of December 27, 2002
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AMENDMENT NO. 1 DATED AS OF DECEMBER 27, 2002 TO RIGHTS AGREEMENT (the
"Agreement"), dated as of September 25, 2002, between Beacon Power Corporation,
a Delaware corporation (the "Company"), and EquiServe Trust Company, N.A., as
Rights Agent (the "Rights Agent").
The board of directors of the Company has resolved to amend the Agreement
by increasing the percentage of the Company's Common Shares that Perseus
Capital, L.L.C. and Persons who are Beneficial Owners through it must
Beneficially own in order to be considered an Acquiring Person from 30% to 35%.
This amendment is to memorialize that resolution and amend the Agreement
pursuant to Section 27 of the Agreement.
In consideration of the premises and the mutual agreements herein set
forth, the parties hereby agree as follows:
SECTION 1 Amendments The definition of "Acquiring Person," which is found
in Section 1(a) of the Agreement, shall be amended by replacing "30%" each of
the eight times it appears (in lines 3, 10, 15, 26, 35, 46, 48, and 55 of said
definition) with "35%."
In the fourth line of the second full paragraph of Exhibit C to the
Agreement, "30%" shall be changed to "35%."
In all other respects, the Agreement shall remain unchanged and in full
force and effect.
SECTION 2 Definitions Capitalized terms used but not defined herein shall
have the meanings given to them in the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
the Agreement to be duly executed and delivered on January __, 2003 effective as
of December 27, 2002.
Beacon Power Corporation
by
Name:
Title:
by
Name:
Title:
EQUISERVE TRUST COMPANY, N.A.
by
Name:
Title:
