0001537435-14-000052 Sample Contracts

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • California

This Asset Purchase Agreement (the “Agreement”) is made as of January 8, 2013 (the “Effective Date”), by and between Danotek (assignment for the benefit of creditors), LLC, a Delaware limited liability company, in its sole and limited capacity as Assignee for the Benefit of Creditors of Danotek Motion Technologies, Inc. (the “Seller”), with principal offices located at 1100 La Avenida Street, Building A, Mountain View, California 94043, United States, and Tecogen, Inc., a Delaware corporation (the “Buyer”), with principal offices located at 45 First Avenue, Waltham, MA 02451.

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FORM OF Stock Option Agreement under Tecogen Inc. 2006 Stock Incentive Plan
Stock Option Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware

This option satisfies in full all commitments that the Company has to the Optionee with respect to the issuance of stock, stock options or other equity securities.

SALES REPRESENTATIVE AGREEMENT
Sales Representative Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Massachusetts

THIS AGREEMENT made on the 20the day of October, 2009 by and between Ilios Dynamics, a Massachusetts corporation with its principal office located at 45 First Avenue, Waltham, MA, 02451 (“Ilios”), and American DG Energy, a Massachusetts corporation with an office located at 45 First Avenue, Waltham, MA (the “Representative”).

FACILITIES AND SUPPORT SERVICES AGREEMENT
Facilities and Support Services Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Massachusetts

THIS FACILITIES AND SUPPORT SERVICES AGREEMENT is effective as of July 1, 2012 between Tecogen Inc., a Delaware corporation (“Tecogen”), and American DG Energy Inc., a Delaware corporation (“ADG Energy”).

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Massachusetts

The undersigned (the “Investor”) desires to purchase from Tecogen Inc., a Delaware corporation (the “Company”), the number of shares (the “Shares”) of the Company’s Common Stock (the “Common Stock”) set forth on the signature page to this Agreement at the price per share set forth thereon.

FIRST AMENDMENT TO THE REVOLVING LINE OF CREDIT AGREEMENT
Credit Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Massachusetts

THIS FIRST AMENDMENT TO THE REVOLVING LINE OF CREDIT AGREEMENT dated as of August 13, 2013 (this “Amendment”) between John Hatsopoulos ( “Lender”) and Tecogen Inc., a corporation organized under the laws of Delaware (“Borrower”).

SECOND AMENDMENT TO THE FACILITIES, SUPPORT SERVICES, AND BUSINESS AGREEMENT
Business Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip

THIS SECOND AMENDMENT TO THE FACILITIES, SUPPORT SERVICES AND BUSINESS AGREEMENT dated as of November 12, 2013 (this “Amendment”) between Tecogen Inc., a Delaware corporation (“Tecogen”), and American DG Energy Inc., a Delaware corporation (“ADG Energy”).

FIRST AMENDMENT TO THE SALES REPRESENTATIVE AGREEMENT
Sales Representative Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip

THIS FIRST AMENDMENT TO THE SALES REPRESENTATIVE AGREEMENT dated as of November 12, 2013 (this “Amendment”) between Ilios Inc., a Massachusetts corporation with its principal office located at 45 First Avenue, Waltham, MA, 02451 and American DG Energy Inc., a Delaware corporation (“ADG Energy”).

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip

This Agreement is made effective the 5th day of February, 2007, by and between Wisconsin Alumni Research Foundation (hereinafter called “WARF”), a nonstock, nonprofit Wisconsin corporation, and Tecogen Inc. (hereinafter called “Licensee”), a corporation organized and existing under the laws of

FIRST AMENDMENT TO THE FACILITIES, SUPPORT SERVICES, AND BUSINESS AGREEMENT
And Business Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Massachusetts

THIS FIRST AMENDMENT TO THE FACILITIES, SUPPORT SERVICES AND BUSINESS AGREEMENT dated as of July 1, 2013 (this “Amendment”) between Tecogen Inc., a Delaware corporation (“Tecogen”), and American DG Energy Inc., a Delaware corporation (“ADG Energy”).

Atlantic-Waltham Investment II, LLC Commercial Lease
Tecogen Inc. • June 27th, 2014 • Air-cond & warm air heatg equip & comm & indl refrig equip • Massachusetts

In consideration of the covenants herein contained, ATLANTIC-WALTHAM INVESTMENT II, LLC, a Delaware Limited Liability Company, with a usual place of business c/o Atlantic Management Corporation, 205 Newbury Street, Framingham, Massachusetts 01701, hereinafter called LESSOR, which expression shall include successors and assigns where the context so admits, does hereby lease to Tecogen Inc., a Delaware corporation, with a usual place of business at 45 First Avenue, Waltham, MA 02451, hereinafter called LESSEE, which expression shall include successors, executors, administrators, and assigns where the context so admits, and LESSEE hereby leases from LESSOR the premises hereinafter described, from the Lease Commencement Date until the Lease Termination Date (the Lease Term) as hereinafter specified, subject to the terms and conditions hereinafter set forth:

COLLECTIVE BARGAINING AGREEMENT BETWEEN INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 68, 68A, 68B AND TECOGEN, INC. TERM OF AGREEMENT January 1, 2014 – December 31, 2016
Collective Bargaining Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip

Agreement made this 1st day of January 2014 between the International Union of Operating Engineers, Local 68, 68A, 68B, AFL-CIO (“Union”) and Tecogen, Inc., (“Employer” or “the Company”).

TECOGEN INC. COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Massachusetts

The undersigned (the “Investor”) desires to purchase from Tecogen Inc., a Delaware corporation (the “Company”), __________ shares of its Common Stock, par value $.001 per share (the “Common Stock”). The purchase price for each share of Common Stock is $______.

SECOND AMENDMENT TO LEASE
Lease • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip

This SECOND AMENDMENT TO LEASE is by and between ATLANTIC-WALTHAM REALTY, LLC, a Massachusetts Limited Liability Company, with a usual place of business c/o Atlantic Management Corporation, 205 Newbury Street, Framingham, Massachusetts 01701, hereinafter called LESSOR, and Tecogen Inc., a Delaware corporation, with a usual place of business at 45 First Avenue, Waltham, MA 02451, hereinafter called LESSEE, and is dated January 16, 2013.

GENERAL MOTORS LLC CUSTOMER CARE AND AFTERSALES AGREEMENT NOVEMBER 22, 2012 PURPOSE OF AGREEMENT
Aftersales Agreement • June 27th, 2014 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan

In reliance on the ability of MIS Account to meet and perform the requirements of this Agreement, GM is willing to designate MIS Account as a Marine, Industrial & Special Sales Account. MIS Account, in reliance upon the opportunity provided to it by GM, will comply with the conditions set forth in this Agreement relating to its operation as a Marine, Industrial & Special Sales Account.

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