EXHIBIT 10.2
Agreement to Amend
Warrants
This Agreement to Amend Warrants
(this “ Agreement ”) is made this 3rd day of
July, 2009, by and between SatCon Technology Corporation, a
Delaware corporation (the “ Company ”), and NGP
Energy Technology Partners, L.P. (the “ Investor
”).
WHEREAS , pursuant to that certain Stock and Warrant
Purchase Agreement, dated as of November 8, 2007, as amended
(the “ Purchase Agreement ”), by and among the
Company, the Investor and RockPort Capital Partners II, L.P., the
Company (i) issued to the Investor a First Tranche Warrant to
purchase 7,631,036 shares of Common Stock, (ii) issued to the
Investor a Second Tranche Warrant to purchase 253,580 shares of
Common Stock and (iii) issued, and has agreed to issue, to the
Investor Additional Warrants in accordance with Section 8.8 of
the Purchase Agreement. The Investor’s First Tranche
Warrant, Second Tranche Warrant and Additional Warrants (whether
currently issued or to be issued pursuant to the Purchase
Agreement) are collectively referred to herein as the “
Warrants .” Capitalized terms used herein and
not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Purchase Agreement (except that
capitalized terms used in the amended provision of the Warrants
described below shall have the respective meanings ascribed to such
terms in the Warrants);
WHEREAS, the parties hereto desire to amend each of the
Warrants as set forth herein.
NOW THEREFORE,
in consideration of the premises and
mutual covenants herein contained, the parties agree as
follows:
1.
Section 3(d) of each of the Warrants (whether currently
issued or, with respect to Additional Warrants, to be issued
pursuant to the Purchase Agreement) is hereby amended and restated
in its entirety to read as follows:
“(d)
Adjustments for Dilutive Below Market Issuances
.
(i)
In the event the Company shall, at any time and from time to time,
issue or sell any Additional Shares of Common Stock at a price per
share less than (x) the Conversion Price then in effect (or if
there are no longer any shares of Series C Preferred Stock
outstanding, a price per share less than the Conversion Price that
would be in effect if shares of Series C Preferred Stock were
still outstanding) and (y) the VWAP (as defined below) for the
last full Trading Day immediately preceding such issuance or sale,
then the Warrant Price then in effect shall be adjusted pursuant to
the following formula:
NWP = WP - [A*(B -
C)]
D
Where:
NWP = new Warrant Price (following
the adjustment)
