BUSINESS DEVELOPMENT AGREEMENTBusiness Development Agreement • October 26th, 2006 • Environmental Power Corp • Cogeneration services & small power producers • Minnesota
BUSINESS DEVELOPMENT AGREEMENT (this “Agreement”) is made as of the 23rd day of October, 2006, (the “Effective Date”), between Cargill, Incorporated, a Delaware corporation, through its Emerging Business Accelerator business unit (“Cargill”), on the one hand, and Environmental Power Corporation, a Delaware corporation (“EPC”), and its wholly-owned subsidiary, Microgy Inc., a Colorado corporation (“Microgy”), on the other hand. EPC and Microgy are collectively referred to herein as the “EPC Parties”, and individually as an “EPC Party.” Cargill and the EPC Parties are collectively referred to herein as “Parties”, and individually as a “Party”. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in Article X.
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF ENVIRONMENTAL POWER CORPORATIONWarrant Agreement • October 26th, 2006 • Environmental Power Corp • Cogeneration services & small power producers • New York
THIS CERTIFIES that, for value received, [ ] (the “Holder”) is entitled to purchase from ENVIRONMENTAL POWER CORPORATION, a Delaware corporation (the “Corporation”), subject to the terms and conditions hereof, [ ] shares (the “Warrant Shares”) of common stock, $0.01 par value (the “Common Stock”). This warrant, together with all warrants hereafter issued in exchange or substitution for this warrant, is referred to as the “Warrant” and the holder of this Warrant is referred to as the “Holder.” The number of Warrant Shares is subject to adjustment as hereinafter provided. Notwithstanding anything to the contrary contained herein, this Warrant shall expire at 5:00 pm Eastern Time on , 2011 [date that is five (5) calendar years from the Closing] (the “Termination Date”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF ENVIRONMENTAL POWER CORPORATIONWarrant Agreement • October 26th, 2006 • Environmental Power Corp • Cogeneration services & small power producers • Delaware
THIS CERTIFIES that, for value received, Cargill, Incorporated (the “Registered Holder”) is entitled to purchase from ENVIRONMENTAL POWER CORPORATION, a Delaware corporation (the “Company”), subject to the terms and conditions hereof, [insert amount equal to 1% of the outstanding shares of EPC common stock on a fully-diluted basis on such date (the “Warrant Issuance Date”) as the Registered Holder has satisfied the conditions set forth in Section 2.1 (i) of the Business Development Agreement, dated [Date] between the Registered Holder and Company.] shares (the “Warrant Shares”) of common stock, $0.01 par value (the “Common Stock”). This warrant, together with all warrants hereafter issued in exchange or substitution for this warrant, is referred to as the “Warrant” and the holder of this Warrant is referred to as the “Holder.” The number of Warrant Shares is subject to adjustment as hereinafter provided. Notwithstanding anything to the contrary contained herein, this Warrant shall expi
SUBSCRIPTION AGREEMENTSubscription Agreement • October 26th, 2006 • Environmental Power Corp • Cogeneration services & small power producers • New York
The undersigned (individually, an “Investor” and, collectively with all others executing Subscription Agreements of like tenor which are accepted by the Company, the “Investors”) is writing to advise you of the following terms and conditions under which the Investor hereby offers to subscribe (the “Offer”) for the securities of this private placement (the “Offering”) offered by Environmental Power Corporation, a Delaware corporation (the “Company”). The exclusive placement agents for the Offering are Westminster Securities Corporation and Canaccord Adams, Inc. (each, a “Placement Agent” and collectively, the “Placement Agents”). The Company is issuing investment units (“Units”) each consisting of (i) one (1) share of Series A 9% Cumulative Convertible Preferred Stock, par value $.01 per share (the “Preferred”), and (ii) five (5) detachable warrants (the “Warrants”) to purchase one share each of the Company’s common stock, par value $0.01 per share (the “Common Stock”) on the following
