EXHIBIT 10.7
WARRANT TRANSFER AND CANCELLATION
AGREEMENT
This Warrant Transfer and
Cancellation Agreement (the “Agreement”) is made by and
between The Quercus Trust (the “Trust”) and Beacon
Power Corporation (the “Company”), a Delaware
corporation, as of January 21, 2009 (the “Effective
Date”).
RECITALS
Whereas, the Trust is a holder of
warrants (the “Warrants”) to purchase 5,884,455 shares
of Common Stock of the Company, represented by Warrant Certificate
Number Q-1 dated October 31, 2007 and also owns issued and
outstanding shares of Common Stock of the Company;
Whereas, the Trust has determined
that it is in the best interest of the Company and its stockholders
for the Trust, in light of its ownership of the Common Stock of the
Company, to cancel the Warrants; and
Whereas, the Company has determined
that it is in the best interests of the Company and its
stockholders to enter into this Agreement.
AGREEMENT
Now, therefore, in consideration of
the foregoing and the payment of one-hundred dollars ($100.00) by
the Company to the Trust, and other valuable consideration, the
receipt and sufficiency is hereby acknowledged, the parties hereto
agree as follows:
1.
Transfer and
Cancellation. The Trust hereby transfers and
conveys all its right, title and interest in the Warrants to the
Company for cancellation, and the Company shall cancel the Warrants
upon receipt. Quercus shall deliver the original certificate
representing the Warrants endorsed in favor of the Company via fax
with the originals to be sent by courier, as soon as possible
following the execution of this Agreement.
2.
Trust Representations.
The Trust represents and
warrants to the Company and the Company as follows:
2.1
The Trust owns the Warrants
beneficially and of record, free and clear of any suit, proceeding,
call, voting trust, proxy, restriction, security interest, lien or
other encumbrance of any kind or nature whatsoever (collectively, a
“ Lien ”) and has full power, authority and
capacity to transfer and dispose of, including surrender and
cancellation of, all
