JOINT VENTURE AGREEMENT BY AND BETWEEN DISTRIBUTED ENERGY SYSTEMS CORP. AND MORGAN STANLEY WIND LLCJoint Venture Agreement • March 9th, 2007 • Distributed Energy Systems Corp • Electric services • Delaware
THIS JOINT VENTURE AGREEMENT is dated as of March 7, 2007, by and between Distributed Energy Systems Corp., a Delaware corporation., a Delaware corporation (“DESC”), and Morgan Stanley Wind LLC, a Delaware limited liability company (“MS”). Each capitalized term utilized in this Agreement shall have the meaning ascribed to such term in Article I.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 6 OF THIS WARRANTCommon Stock Purchase Warrant • March 9th, 2007 • Distributed Energy Systems Corp • Electric services • Delaware
Distributed Energy Systems Corp., a Delaware corporation (the “Company”), for value received, hereby certifies that Morgan Stanley Wind LLC (“MSW”), or its registered assigns (together with MSW, the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company up to 10% of the shares of Common Stock, $0.01 par value per share, of the Company (“Common Stock”) outstanding as of the date of the final exercise of this Warrant. The number of shares of Common Stock at any time outstanding shall include the aggregate number of shares issued or issuable upon the exercise or conversion of then outstanding options, rights, warrants and convertible and exchangeable securities.
