CUSIP No. 00000X000 Page 12 of 14
EXHIBIT 1
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LOCKUP AGREEMENT
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_____________________, 2003
Distributed Energy Systems Corp.
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxxxx 00000
Re: Acquisition of Northern Power Systems, Inc. by Distributed Energy Systems
Corp.
Ladies and Gentlemen:
The undersigned is entitled to receive common stock ("Common Stock")
and/or warrants or options to acquire Common Stock of Distributed Energy Systems
Corp. (the "Company") pursuant to the Agreement and Plan of Contribution and
Merger dated May 22, 2003, as amended, by and among Northern Power Systems, Inc.
("Northern"), Proton Energy Systems, Inc. ("Proton"), the Company, a
wholly-owned subsidiary of Proton, and PES-1 Merger Sub, Inc. and PES-2 Merger
Sub, Inc., wholly-owned subsidiaries of the Company (the "Merger Agreement").
The agreements of the undersigned herein are undertaken in connection with the
Merger Agreement.
The undersigned agrees for the benefit of the Company that the
undersigned, without the prior written consent of the Company, will not directly
or indirectly, make any offer, sale, assignment, transfer, encumbrance, contract
to sell, grant of an option to purchase or other disposition of any Common Stock
received by the undersigned pursuant to the Merger Agreement or pursuant to the
exercise of any warrants or options received by the undersigned pursuant to the
Merger Agreement (a) for a period of 90 days subsequent to the date of this
letter agreement, with respect to 25% of such Common Stock, and (b) for a period
of 180 days subsequent to the date of this letter agreement with respect to the
remainder of such Common Stock, in each case other than Common Stock transferred
as a gift or gifts or to members, limited partners or stockholders of the
undersigned (provided that any transferee thereof agrees in writing to be bound
by the terms hereof).
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CUSIP No. 00000X000 Page 13 of 14
This letter agreement shall be binding on the undersigned and his, her
or its respective successors, heirs, personal representatives and assigns. The
undersigned agrees and consents to the entry of stop transfer instructions with
the Company's transfer agent against the transfer of Common Stock subject to
this letter agreement held by the undersigned except in compliance with this
letter agreement.
Very truly yours,
INDIVIDUALS ENTITIES
_________________________________ ___________________________________
[NAME AS IT APPEARS ON [NAME AS IT APPEARS ON
STOCK CERTIFICATE(S)] STOCK CERTIFICATE(S)]
_________________________________ By:________________________________
[SIGNATURE #1] [SIGNATURE]
_________________________________ Name:______________________________
[SIGNATURE # 2 (IF APPLICABLE)] [PRINTED NAME]
Title:_____________________________
[PRINTED TITLE]
Please sign exactly as name appears on your Northern preferred stock
certificate(s). When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership or other entity, please sign in
partnership or other entity name by authorized person.
