A123 SYSTEMS, INC. Nonstatutory Stock Option Agreement Granted Under 2001 Stock Incentive PlanNonstatutory Stock Option Agreement • August 8th, 2008 • A123 Systems Inc
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. JOINT DEVELOPMENT AND SUPPLY AGREEMENTJoint Development and Supply Agreement • August 8th, 2008 • A123 Systems Inc • New York
This Joint Development and Supply Agreement (this "Agreement") is made and entered into as of February 6, 2008 (the "Effective Date") by and between A123 Systems, Inc., a Delaware corporation with offices at 321 Arsenal Street, Watertown, Massachusetts 02472 ("A123"), and AES Energy Storage, LLC, a Delaware limited liability company, with offices at 4300 Wilson Boulevard, Arlington, Virginia 22203 ("AES"). AES and A123 individually and jointly may also be referred to as "Party" or "Parties."
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. MASSACHUSETTS INSTITUTE OF TECHNOLOGY and A123 Systems, Inc. EXCLUSIVE PATENT LICENSE AGREEMENT Offer to continue negotiations...Exclusive Patent License Agreement • August 8th, 2008 • A123 Systems Inc • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the "EFFECTIVE DATE"), is between the Massachusetts Institute of Technology ("M.I.T."), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and A123 Systems, Inc. ("COMPANY"), a Massachusetts corporation, with a principal place of business at 1 Memorial Drive, 12th Floor, Cambridge, MA 02142.
LOAN AND SECURITY AGREEMENT NO. HLR9034Loan and Security Agreement • August 8th, 2008 • A123 Systems Inc • Illinois
This Loan and Security Agreement (this "Loan Agreement"), made as of February 24, 2005 by and between HELLER FINANCIAL LEASING, INC., a GE company ("Lender"), a Delaware corporation with its principal place of business at 500 West Monroe, Chicago, Illinois 60661 and A123 Systems, Inc. ("Borrower"), a Delaware corporation, with its principal place of business at One Kingsbury Avenue, Watertown, MA 02472.
LEASE AGREEMENTLease Agreement • August 8th, 2008 • A123 Systems Inc • Massachusetts
LEASE dated as of the 30th day of July 2007, between O'Brien Investment Partners, LLC, a limited liability company duly organized and existing under the laws of the Commonwealth of Massachusetts with a mailing address of P.O. Box 1250 Concord, Massachusetts (hereinafter referred to as "Landlord"), and A123 Systems, a corporation organized and existing under the laws of the State of Delaware with an address of 1 Kingsbury Avenue, Watertown, Massachusetts 02472 (hereinafter referred to as "Tenant").
QuickLinks -- Click here to rapidly navigate through this documentWarrant Agreement • August 8th, 2008 • A123 Systems Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. CO-OPERATIVE DEVELOPMENT & SUPPLY AGREEMENTCo-Operative Development & Supply Agreement • August 8th, 2008 • A123 Systems Inc • Maryland
This Co-operative Development & Supply Agreement ("Agreement") is hereby entered into between: A123 Systems, Inc. 8 Saint Mary's Street 6th Floor Boston, MA 02215 ("A123")
LOAN AND SECURITY AGREEMENT (Operating Line of Credit)Loan and Security Agreement • August 8th, 2008 • A123 Systems Inc • Delaware
This LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of August 2, 2006, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (FAX 617-969-5965) ("Bank") and A123 SYSTEMS, INC., a Delaware corporation, with offices at Arsenal on the Charles, One Kingsbury Avenue, Watertown, Massachusetts 02472 (FAX 617-778-5749) ("Borrower"), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
WARRANT TO PURCHASE SHARES OF SERIES B CONVERTIBLE PREFERRED STOCKWarrant Agreement • August 8th, 2008 • A123 Systems Inc • Delaware
THIS CERTIFIES THAT, for good and valuable consideration received from Heller Financial Leasing, Inc., a GE Company ("Warrantholder"), Warrantholder is entitled to subscribe for and purchase 67,366 shares (as adjusted pursuant to provisions hereof, the "Shares") of the fully paid and non-assessable Series B Convertible Preferred Stock of A123 Systems, Inc., a Delaware corporation with its principal place of business at One Kingsbury Avenue, Watertown, MA 02472 (the "Company"), at an exercise price per share of $2.078192 (such price and such other price as shall result, from time to time, from adjustments specified herein, is hereafter referred to as the "Exercise Price"), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term "Preferred Stock" or "Shares" shall mean the Company's presently authorized Series B Convertible Preferred Stock, and any stock into or for which such Series B Convertible Preferred Stock may hereafter be conver
Lease ContractLease Contract • August 8th, 2008 • A123 Systems Inc
Both parties conclude the following contract in respect of leasing normal workshop for project supported by the second period increasing capital of A123 Systems (China) Materials Co., Ltd:
Real Estate [Building] Lease AgreementReal Estate Lease Agreement • August 8th, 2008 • A123 Systems Inc
The lessor Hyundai J. Comm (from now on, "A") and Lessee Enerland (from now on "B") execute this lease agreement under the following terms: /seal/ /seal/
Harvard Real Estate Services, Holyoke Center, Suite 800 Cambridge, Massachusetts 02138-3826Lease • August 8th, 2008 • A123 Systems Inc • Massachusetts
Premises: All of the Building as shown on the plan attached hereto as Exhibit D and containing approximately 10,993 rentable square feet of space.
A123 SYSTEMS, INC. SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 8th, 2008 • A123 Systems Inc • Delaware
This Agreement dated as of May 6, 2008 is entered into by and among A123 Systems, Inc., a Delaware corporation (the "Company"), Ricardo Fulop, Gilbert Riley, Jr. and Yet-Ming Chiang (individually, a "Founder" and collectively, the "Founders"), the Massachusetts Institute of Technology ("M.I.T."), Comerica Bank ("Comerica"), Heller Financial Leasing, Inc. ("Heller"), Silicon Valley Bank ("SVB"), Gold Hill Venture Lending 03, L.P. ("Gold Hill"), the individuals and entities listed as Series A Purchasers on Exhibit A hereto (the "Series A Purchasers"), the individuals and entities listed as Series A-1 Purchasers on Exhibit A hereto (the "Series A-1 Purchasers"), the individuals and entities listed as Series B Purchasers on Exhibit A hereto (the "Series B Purchasers"), the individuals and entities listed as Series C Purchasers on Exhibit A hereto (the "Series C Purchasers"), the individuals and entities listed as Series D Purchasers on Exhibit A hereto (the "Series D Purchasers") and the i
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTCommon Stock Purchase Warrant • August 8th, 2008 • A123 Systems Inc • Massachusetts
A123 Systems, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Skadden, Arps, Slate, Meagher & Flom LLP, or its registered assigns (the "Registered Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Boston time) on February 8, 2013, 45,000 shares of Common Stock, $0.001 par value per share, of the Company ("Common Stock"), at a purchase price of $8.15 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively.
Lease ContractLease Contract • August 8th, 2008 • A123 Systems Inc
In accordance with the Contract Law of the People's Republic of China and pertinent rules and regulations, Party A and Party B have reached an agreement through friendly consultation to conclude the following contract:
A123 SYSTEMS, INC. Incentive Stock Option Agreement Granted Under 2001 Stock Incentive PlanIncentive Stock Option Agreement • August 8th, 2008 • A123 Systems Inc
TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • August 8th, 2008 • A123 Systems Inc • Delaware
This TERM LOAN AND SECURITY AGREEMENT (the "Agreement") dated August 2, 2006 by and among SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 ("SVB"), as agent (the "Agent"), and the Lenders listed on Schedule 1.1 and otherwise party hereto, including without limitation, SVB and GOLD HILL VENTURE LENDING 03, L.P. ("Gold Hill") and A123 SYSTEMS, INC., a Delaware corporation, whose address is Arsenal on the Charles, One Kingsbury Avenue, Watertown, MA 02472 ("Borrower") provides the terms on which Lenders shall extend credit to Borrower and Borrower shall repay Lenders. The parties agree as follows:
QuickLinks -- Click here to rapidly navigate through this documentWarrant Agreement • August 8th, 2008 • A123 Systems Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
Lease Contract No. ZX HE-015 Party A: JIANGSU DAGANG CO., LTD Party B: A123 Systems (Zhenjiang) Co. Ltd. Title of the leased premises: No. 1 Normal workshop at the south side of the processing area (1st & 2nd floors) Date for signature: January 2006Lease Contract • August 8th, 2008 • A123 Systems Inc
In accordance with the Contract Law of the People's Republic of China and pertinent rules and regulations, Party A and Party B have reached an agreement through friendly consultation to conclude the following contract:
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. CONTRACT MANUFACTURING AGREEMENTContract Manufacturing Agreement • August 8th, 2008 • A123 Systems Inc • Delaware
Effective March 1, 2006 ("Effective Date"), A123 Systems, Inc., a Delaware corporation, with offices at Arsenal on the Charles, One Kingsbury Avenue, Watertown, MA 02472 ("Contractor"), and Black & Decker Macao Commercial Offshore Limited, a corporation formed under the laws of Macao ("Black & Decker"), agree as follows:
