FORM OF UNDERWRITING AGREEMENT] ENVIRONMENTAL POWER CORPORATION 2,000,000 Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2005 • Environmental Power Corp • Cogeneration services & small power producers • California
Environmental Power Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to MDB Capital Group LLC (the “Underwriter”) an aggregate of 2,000,000 shares (the “Firm Shares”) of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to issue and sell to the Underwriter up to an additional 300,000 shares of Common Stock (the “Additional Shares”) if and to the extent that you shall have determined to exercise the right to purchase such shares of common stock granted to the Underwriter in Section 1 hereof. The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus that is referred to below.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MST PRODUCTION, LTD.Limited Partnership Agreement • October 27th, 2005 • Environmental Power Corp • Cogeneration services & small power producers • Texas
This Amended and Restated Agreement of Limited Partnership dated October 13, 2005, amends and restates in its entirety that certain Agreement of Limited Partnership dated September 12, 2005 the “Prior Agreement”), and is entered into by and among MST GP, LLC, a Texas limited liability company, sometimes referred to in this Agreement as the “General Partner”, and MICROGY, INC., a Colorado corporation (“Microgy”), and SOUTH-TEX TREATERS, INC., a Texas corporation (“South-Tex”), and any other person who becomes a substituted limited partner pursuant to this Agreement, collectively referred to in this Agreement as the “Limited Partners”, (singularly referred to as a “Partner”). The Partners hereby agree that the Prior Agreement is amended and restated in its entirety as set forth herein, and shall be effective as of June 23, 2005.
