2,500,000 Shares of Common Stock ENVIRONMENTAL POWER CORPORATION UNDERWRITING AGREEMENT February , 2005Underwriting Agreement • February 1st, 2005 • Environmental Power Corp • Cogeneration services & small power producers • New York
Environmental Power Corporation, a corporation organized and existing under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriter named in Schedule I hereto (the “Underwriter”) an aggregate of 2,500,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The Company also proposes to issue and sell to the Underwriter, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, and at the option of the Underwriter, up to an additional 375,000 shares (the “Additional Shares”) of Common Stock. The Firm Shares and the Additional Shares are referred to herein collectively as the “Shares.” In connection with the proposed issuance and sale of the Shares, the Company proposes to issue to Ladenburg Thalmann & Co. Inc. a Common Stock Warrant (the “Warrant”) to purchase from the Company 100,000 shares of Common Stock (the “Warr
