FuelCell Energy, Inc. 100,000 Shares of 5% Series B Cumulative Convertible Perpetual Preferred Stock (Liquidation Preference $1000 per share)* REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2004 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
FuelCell Energy, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, 100,000 Shares of 5% Series B Cumulative Convertible Perpetual Preferred Stock (Liquidation Preference $1,000 per share) (the “Preferred Stock”), of the Company (the “Firm Securities”). The Company also proposes to grant to the Initial Purchasers an option to purchase up to 35,000 additional shares of Preferred Stock (the “Option Securities” and, together with the Firm Securities, the “Securities”), upon the terms set forth in the Purchase Agreement between the Company and the Representative dated November 11, 2004 (the “Purchase Agreement”) relating to the initial placement (the “Initial Placement”) of the Securities. To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition to your obligations thereunder
FuelCell Energy, Inc. 100,000 Shares of 5% Series B Cumulative Convertible Perpetual Preferred Stock (Liquidation Preference $1,000 per share)* Purchase AgreementFuelcell Energy Inc • November 22nd, 2004 • Miscellaneous electrical machinery, equipment & supplies • New York
FuelCell Energy, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, 100,000 shares of 5% Series B Cumulative Convertible Perpetual Preferred Stock (Liquidation Preference $1,000 per share) (the “Preferred Stock”), of the Company (the “Firm Securities”). The Company also proposes to grant to the Initial Purchasers an option to purchase up to 35,000 additional shares of Preferred Stock (the “Option Securities” and, together with the Firm Securities, the “Securities”). The Securities are convertible into shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company at the conversion price set forth herein. The Securities will have the benefit of a registration rights agreement (the “Registration Rights Agreement”), to be dated as of the Closing Date, between
