Item 1.01. Entry Into a Material Definitive Agreement.
Included among the investors exchanging their Old Notes for New Notes are: American DG, in the amount of
The foregoing descriptions of the Note Exchange Agreements and the New Note are qualified in their entirety by reference to the full text of a form of the Note Exchange Agreements and the New Note, which are attached as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
The holders of the Old Notes were subject to and entitled to the benefits of the 4% Senior Convertible Notes due 2015 Noteholders Agreement, dated
The foregoing descriptions of the Noteholders Agreement is qualified in its entirety by reference to the full text of the Note Exchange Agreements, discussed above, and the Noteholders Agreement, as previously described in the Company's Form 8-K dated
Registration Rights Agreement
The holders of the New Notes remain entitled to the benefits of a registration rights agreement dated
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information contained in "Item 1.01 - Entry into a Material Definitive Agreement" concerning the New Notes, the Note Exchange Agreements and the Noteholders Agreement is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of
The information contained in "Item 1.01 - Entry into a Material Definitive Agreement" concerning the private placement of the Notes is incorporated herein by reference. The issuance of the New Notes and the underlying shares of common stock have not been registered under the Securities Act of 1933, as amended, or the Securities Act, in reliance on an exemption under Sections 3(a)(9) or (4)(a)(2) of the Securities Act.
2 Item 9.01. Financial Statements and Exhibits. (d) Exhibits.
Exhibit No. Exhibit Description 4.1 Form of 4% Senior Convertible Note Due 2017, dated