0001003297-11-000155 Sample Contracts

AMENDMENT NO. 1 TO SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • May 6th, 2011 • Plug Power Inc • Electrical industrial apparatus • Delaware

This Amendment No. 1, effective as of May 6, 2011 (the “Amendment”), amends the Shareholder Rights Agreement, dated as of June 23, 2009 (the “Rights Agreement”), between Plug Power Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company LLC, a New York Limited Liability Trust Company (the “Rights Agent”). Capitalized terms used herein but not defined herein shall have their defined meanings set forth in the Rights Agreement.

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Standstill and Support Agreement
Standstill and Support Agreement • May 6th, 2011 • Plug Power Inc • Electrical industrial apparatus • Delaware

This STANDSTILL AND SUPPORT AGREEMENT, dated as of May 6, 2011 (this “Agreement”), is by and between Plug Power Inc., a Delaware corporation (“Plug Power”), OJSC “INTER RAO UES,” an open joint stock company organized under the laws of the Russian Federation (“INTER RAO”), and OJSC “Third Generation Company of the Wholesale Electricity Market,” an open joint stock company organized under the laws of the Russian Federation (“OGK-3” and together with INTER RAO, the “Stockholders”).

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