0000950133-07-002641 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 11th, 2007 • Perseus Partners Vii L P • Electric services • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 1, 2007, by and among Distributed Energy Systems Corp., a Delaware corporation (the “Company”) and Perseus Partners VII, L.P., a Delaware limited partnership (the “Investor”).

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Securities Purchase Agreement by and between Distributed Energy Systems Corp. and Perseus Partners VII, L.P. May 10, 2007
Securities Purchase Agreement • June 11th, 2007 • Perseus Partners Vii L P • Electric services • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 10, 2007, by and between Distributed Energy Systems Corp., a Delaware corporation (the “Company”), and Perseus Partners VII, L.P., a Delaware limited partnership (the “Purchaser”). The Company and the Purchaser are sometimes referred to in this Agreement, individually, as a “Party” and, collectively, as the “Parties.” Certain capitalized terms used in this Agreement are defined in Schedule I hereto.

JOINT FILING AGREEMENT
Joint Filing Agreement • June 11th, 2007 • Perseus Partners Vii L P • Electric services

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed on behalf of the undersigned with respect to the ownership of shares of Common Stock of Distributed Energy Systems Corp.

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