0001193125-07-189275 Sample Contracts

DESC Letterhead] August 24, 2007
Securities Purchase Agreement • August 27th, 2007 • Distributed Energy Systems Corp • Electric services • New York

Re: Securities Purchase Agreement (as amended through the date hereof, the “Purchase Agreement”) dated as of May 10, 2007 by and between Distributed Energy Systems Corp. (the “Company”), and Perseus Partners VII, L.P. (the “Purchaser”)

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 27th, 2007 • Distributed Energy Systems Corp • Electric services • Delaware

This Agreement (this “Agreement”) is made as of the day of August, 2007, by and between Distributed Energy Systems Corp., a Delaware corporation (the “Corporation), and (the “Indemnitee”), a director or officer of the Corporation.

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