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Exhibit 10.1
First Amendment to
Securities Purchase Agreement
This First Amendment to Securities Purchase Agreement (this "
Amendment ") is made this 20th day of December, 2006, among
SatCon Technology Corporation, a Delaware corporation (the "
Company "), and the entities identified on the signature
pages hereto. Such entities are among the "Purchasers" under
the Original Agreement (as defined below).
WHEREAS , the Company and the Purchasers are parties to that
certain Securities Purchase Agreement, dated as of July 19, 2006
(the " Original Agreement "), pursuant to which, among other
things, the Purchasers agreed to purchase from the Company, and the
Company agreed to issue and sell to the Purchasers, certain
securities of the Company, consisting of Notes, Warrant A’s
and Warrant B’s;
WHEREAS , pursuant to Section 7.5 of the Original Agreement,
the Original Agreement may be amended by the Company and holders
collectively holding 66% of the aggregate principal amount
outstanding under the Notes;
WHEREAS , the Purchasers that are executing this Amendment
represent holders collectively holding at least 66% of the
aggregate principal amount outstanding under the Notes; and
WHEREAS, the parties hereto desire to amend the Original
Agreement to revise the definition of "Excluded Stock" thereunder
to include the Company’s issuance of up to 1.1 million shares
of the Company’s Common Stock in connection with the early
termination of the lease for Company’s facilities in
Worcester, MA.
NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties agree as follows:
1. Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings ascribed to such terms in
the Original Agreement.
2. The definition of "Excluded Stock" set forth in the Original
Agreement is hereby deleted in its entirety and the following is
hereby inserted in its place:
" Excluded Stock " means the issuance of (A) Common Stock
upon exercise or conversion of any options or other securities
described in Schedule 3.1(g) (provided that such exercise or
conversion occurs in accordance with the terms thereof, without
amendment or modification, and that the applicable exercise or
conversion price or ratio is described in such schedule), including
payments of dividends on the Company’ outstanding shares of
Series B Convertible Preferred Stock in the form of Common Stock;
(B) Common Stock or Common Stock Equivalents in connection with any
issuance of shares or grant of options to employees, officers,
directors or
consultants of the Company pursuant to any stock
option plan or employee benefit plan described in Schedule
3.1(g) or hereafter adopted or amended by the Company and
approved by its sha
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