0001193125-07-252198 Sample Contracts

Distributed Energy Systems Corp. Wallingford, CT 06492 November 16, 2007
Consulting Agreement • November 21st, 2007 • Distributed Energy Systems Corp • Electric services • Connecticut
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Perseus Partners VII, L.P.
Securities Purchase Agreement • November 21st, 2007 • Distributed Energy Systems Corp • Electric services

The Company’s Board of Directors consists of six members, three of whom qualify as “independent directors” under Nasdaq Marketplace Rule 4200(a)(15). On November 19, 2007, the Company received a letter from the Nasdaq informing the Company that it does not satisfy the requirement set forth in Nasdaq Marketplace Rule 4350(c)(1) that requires a majority of an issuer’s board of directors to be independent directors and instructing the Company to provide the Nasdaq, by December 4, 2007, with a specific plan and timetable to achieve compliance with this rule.

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