Share Adjustment and Put Right Waiver Agreement among Beacon Power, Perseus Capital, DQE Enterprises, and Micro-Generation Technology Fund (May 23, 2000)

Summary

This agreement is between Beacon Power Corporation and investors Perseus Capital, DQE Enterprises, and Micro-Generation Technology Fund. It confirms that issuing new Class F Preferred Stock and related warrants will not trigger adjustments to existing Class D Preferred Stock or related warrants. It also states that certain "put rights" previously granted do not apply to these new securities. The agreement does not affect any put rights related to securities issued before this date.

EX-10.5 6 ex-10_5.txt EXHIBIT 10.5 Exhibit 10.5 [BEACON POWER LETTERHEAD] May 23, 2000 Perseus Capital, L.L.C. DQE Enterprises, Inc. The Army and Navy Club Bldg. One Northshore Center 1627 I Street, N.W. 12 Federal Street Suite 610 Suite 100 Washington, D.C. 20006 Pittsburgh, PA 15212 Attn: Philip Deutch Attn: Eric Stoltz Micro-Generation Technology Fund, L.L.C. c/o Arete Corporation P.O. Box 1299 Center Harbor, NH Attn: Robert Shaw Re: SHARE ADJUSTMENT AND NON-APPLICATION OF PUT RIGHT TO CLASS F SECURITIES To Class D Participating Investors: By executing this letter, each of Perseus Capital, L.L.C., DQE Enterprises, Inc. and Micro-Generation Technology Fund, L.L.P. (collectively, the "Purchasers") confirm and agree that the issuance of the shares of Class F Preferred Stock of Beacon Power Corporation (the "Company") and Warrants to acquire shares of the Company's Common Stock (together, the "Purchased Securities"), pursuant to the Securities Purchase Agreement of even date herewith, will not cause an adjustment of the outstanding shares of the Company's Class D Preferred Stock (or warrants to purchase such shares) as a result of the per share price applicable to the Class F Preferred Stock, and that the "Put Rights" granted by SatCon Technology Corp. to the Purchasers pursuant to Section 1.4 of the Securities Purchase Agreement, dated October 23, 1998, by and among the Company, the Purchasers, SatCon and certain other stockholders of the Company, do not apply to the Purchased Securities. This letter shall in no way affect any put rights of the Purchasers with respect to any securities issued prior to the date hereof. Sincerely, /s/ William E. Stanton ---------------------------------------- By: William E. Stanton Name: President Perseus Capital, L.L.C., DQE Enterprises, Inc. Micro-Generation Technology Fund, L.L.C. May 23, 2000 Page 2 Agreed and confirmed: PERSEUS CAPITAL, L.L.C. By: /s/ Philip J. Deutch ---------------------------------------- Name: Philip J. Deutch -------------------------------------- Title: Managing Director ------------------------------------- DQE ENTERPRISES, INC. By: /s/ Eric R. Stoltz ---------------------------------------- Name: Eric R. Stoltz -------------------------------------- Title: Vice President and Treasurer ------------------------------------- MICRO-GENERATION TECHNOLOGY FUND, L.L.C. BY ARETE CORPORATION, ITS MANAGER By: /s/ Robert W. Shaw, Jr. ----------------------------------------- Robert W. Shaw, Jr., President