Startup Stock Purchase Agreement Restricted

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Startup Stock Purchase Agreement Restricted Powered By Docstoc
					                                G REEN M&A/PE D EAL U PDATE
                                November 2010 - Volume 2

For More Information            Chadbourne & Parke LLP, a New York-based international law firm, offers
Jonathan M.A. Melmed
H         H
                                sophisticated legal counsel to green technology companies and funds conducting
 +1 (212) 408-1002              business within the United States and around the globe, with particular strength
jmelmed@chadbourne.com          in the clean technology, energy efficiency, solar, wind, geothermal and green fuels
                                sectors.
William Greason
+1 (212) 408-5527               To help keep companies and funds apprised of current green technology M&A and
wgreason@chadbourne.com         private equity deals that have a United States nexus, we have begun to track
                                significant transactions in the regions where Chadbourne & Parke has offices
Eli Katz                        and/or active practices. Chadbourne offers local law capability in the United States
+1 (212) 408-1013               through our New York, Washington and Los Angeles offices and internationally in
ekatz@chadbourne.com            our Mexico City, London, Moscow, St. Petersburg, Warsaw, Kyiv, Almaty, Dubai,
                                Beijing offices and legal capacity in our São Paulo office.
Online                          To learn more about what Chadbourne can do to serve your green technology
http://www.chadbourne.com/      M&A and private equity needs, please contact Jonathan Melmed at +1 (212) 408-
                                1002 or jmelmed@chadbourne.com, William Greason at +1 (212) 408-5527 or
    fundalternative
                                wgreason@chadbourne.com or Eli Katz at +1 (212) 408-1013 or
                                ekatz@chadbourne.com.
Practice Area
Private Equity
Transactional/Venture Capital   Domestic United States
                                0B




in Alternative Energy           M&A Activity
                                 New Jersey-based NRG Energy, Inc.
Region
                                  through its wholly-owned subsidiary,
United States
                                  NRG Solar, entered into a definitive
                                  agreement to acquire a portfolio of solar
                                  development projects in California and
                                  Arizona from US Solar, an affiliate of
                                  Arclight Capital Partners LLC. The
                                  financial terms of the transaction were
                                  not disclosed. (6/21/10)
                                      Total Gas & Power USA, a subsidiary of
                                       Total S.A. (France), closed a stock
                                       purchase agreement to acquire a 25.4% interest in Pennsylvania-based AE
                                       Polysilicon Corporation. Total also signed a long-term agreement to buy AEP
                                       high-purity granular polysilicon. (6/7/10)
                                      Connecticut-based American Wind Capital Company agreed to acquire
                                       Connecticut-based Wind Farm Capital. The financial terms of the transaction
                                       were not disclosed. (5/27/10)
                                      New York-based Solar Thin Films acquired 100% of the issued and outstanding
                                       shares of Atlantis Solar LLC. The financial terms of the transaction were not
                                       disclosed. (5/27/10)
                                      Missouri-based MEMC Electronic Materials, Inc. agreed to buy California-based
                                       Solaicx, a privately held maker of silicon ingots for the solar industry, for
                                       approximately US$76 million, plus a performance payout. (5/24/10)

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              DELOITTE
                                                                   G REEN M&A/PE D EAL U PDATE


 California-based SolarCity acquired the assets of Building Solutions. The financial terms of the
  transaction were not disclosed. (5/12/10)
 Connecticut-based Alteris Renewables acquired ISI Solar of New York. The financial terms of the
  transaction were not disclosed. (5/11/10)
 Arizona-based First Solar, Inc. entered into a definitive agreement to acquire California-based NextLight
  Renewable Power, LLC for US$285 million. (4/28/10)
 Texas-based Calpine agreed to purchase 4,490MW of Conectiv Energy assets from Washington, D.C.-
  based Pepco Holdings for US$1.65 billion, plus adjustments. (4/21/10)
 Massachusetts-based Watts Water Technologies acquired North Carolina-based Blue Ridge Atlantic in a
  share purchase transaction. (4/16/10)
 Texas-based Cooper Industries acquired substantially all of the assets of Maryland-based Eka Systems.
  The financial terms of the transaction were not disclosed. (4/13/10)
 Maryland-based Constellation Energy acquired a 70 MW Criterian wind farm from California-based
  Clipper Windpower for US$140 million. (4/10/10)
 Connecticut-based American Wind Capital completed a multi-million dollar acquisition of assets from
  California-based Oak Creek Energy Systems. (4/8/10)
 Arizona-based Pacific Blue Energy acquired all of the membership interests in Arizona-based Ship Ahoy for
  US$300,000 and the issuance of one million restricted shares. (4/8/10)
Private Equity/Other
 North Carolina-based Consert raised US$17.7 million in financing from GE Energy Financial Services,
  Qualcomm, Verizon Ventures and private investors. (6/30/10)
 California-based SunRun secured US$55 million in equity investment from Sequoia Capital, Accel Partners
  and Foundation Capital. (6/29/10)
 Massachusetts-based Boston Power raised US$60 million in Series E funding from a group of investors led
  by Foundation Asset Management (Hong Kong) and Oak Investment Partners in addition to current
  investors Venrock and Gabriel Venture Partners. (6/25/10)
 California-based Recurve secured US$8 million in Series B funding from Lowe's, RockPort Capital Partners
  and Shasta Ventures. (6/23/10)
 California-based Solyndra entered into an agreement for the sale of secured convertible promissory notes
  to already existing investors in an aggregate principal amount of US$175 million in a private placement.
  (6/18/10)
 California-based solar startup, Stion, raised US$70 million in Series D funding in a financing round led by
  Taiwan Semiconductor's (TSM) Venture Tech Alliance Unit. The remainder of the financing came from
  return backers Khosla Ventures, Lightspeed Venture Partners, General Catalyst Partners and Braemar
  Energy Ventures. (6/17/10)
 Washington-based TerraPower raised US$35 million from Khosla Ventures, Charles River Ventures, Inc.
  and individual investors. (6/15/10)
 California-based Mission Motors, a startup working on electric motorcycles and powertrain technology,
  raised US$3.5 million of a planned US$4.68 million equity financing round from Finney Capital and Infield
  Capital. (6/11/10)
 Wisconsin-based Virent Energy Systems raised US$46.4 million from Advantage Capital Partners, Cargill
  Ventures, Honda Strategic Ventures, Royal Dutch Shell, Stark Investments and Venture Investors. (6/8/10)


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                                                                    G REEN M&A/PE D EAL U PDATE


 California-based Enphase Energy Inc. raised US$63 million in funding from U.S.-based investors, including
  Applied Ventures, Bay Partners, Horizon Technology Finance, Kleiner, Perkins, Caufield & Byers, Madrone
  Capital Partners, PCG Asset Management, RockPort Capital Partners and Third Point. (6/3/10)
 California-based Solexant raised US$41.5 million in Round C financing from Brichmere Ventures, DBL
  Investors, Firelake Capital Management, Medley Partners, Olympus Capital Partners and Trident Capital.
  (6/2/10)
 California-based Trilliant raised US$25 million from Hercules Technology Growth Capital. (6/2/10)
 California-based Pattern Energy Group LP raised more than US$800 million in equity funding from
  investment funds controlled by Riverstone Holdings LLC, Pattern Management and select employees.
  (5/17/10)
 California-based eIQ Energy raised US$4 million from investors including NGEN Partners and Robert
  Bosch Venture Capital (Germany). (5/14/10)
 California-based Solaria raised US$45 million from CMEA Capital, DBL Investors, Sigma Partners, NGEN
  Partners, Mitsui Ventures (Japan) and Savitr Capital. (5/11/10)
 Pennsylvania-based International Battery raised US$35 million from Digital Power Capital and other
  undisclosed investors. (5/7/10)
 California-based SuVolta raised US$22.2 million from New Enterprise Associates and other undisclosed
  investors. (5/5/10)
 California-based Alphabet Energy raised US$1 million from CalCef Clean Energy Fund and Claremont
  Creek Ventures. (5/3/10)
 California-based Solaicx raised US$36 million from DE Shaw Group, Applied Ventures, Big Sky Partners,
  Firsthand Capital Management, Greenhouse Capital Partners and Mitsui Ventures (Japan). (5/3/10)
 California-based EdeniQ raised US$12.4 million in a Series B round of financing from Advanced Equities,
  Angeleno Group, Cyrus Capital, Draper Fisher Jurvetson, Element Partners, Kleiner, Perkins, Caufield &
  Byers, Morgan Stanley, Nimes Capital, LLC, Omninet Capital and The Westly Group. (4/28/10)
 Illinois-based Coskata raised US$23.8 million from Total (France), Advanced Technology Ventures, Arancia
  Industrial (Mexico), Blackstone Cleantech Venture Partners, Globespan Capital Partners and Khosla
  Ventures. (4/28/10)
 Massachusetts-based Joule Unlimited raised US$30 million from various institutional and private
  investors including Flagship Ventures. (4/27/10)
 Illinois-based SolarBridge Technologies raised US$15 million from Battery Ventures and Rho Ventures.
  (4/26/10)
 California-based Amonix raised US$129.4 million in Series B financing from Adams Street Partners,
  Angeleno Group, Kleiner, Perkins, Caufield & Byers, MissionPoint Capital Partners, New Silk Route, PCG
  Clean Energy & Technology Fund, The Westly Group and Vedanta Capital LP. (4/20/10)
 South Carolina-based GreenWizard raised US$1.15 million in Series A funding led by Zygote Ventures and
  a syndicate of other venture capital funds and angel investors. (4/16/10)
 California-based Allylix raised an additional US$3 million in Series C financing for a total of US$9 million
  in this round from Middleland Capital, Blue Grass Angels, Life Science Angels, Tech Coast Angels,
  Pasadena Angels and Tate & Lyle Ventures (U.K.). (4/14/10)
 Houston-based Greenbank raised US$115 million from several investors including Friedman Fleischer &
  Lowe, Harvest Partners, LP and Pine Brook Road Partners. (4/12/10)


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                                                                         G REEN M&A/PE D EAL U PDATE


 California-based Applied Quantum Technology raised US$10 million from various investors including
  STPV Holdings. (4/7/10)
      Michigan-based Sakti3 raised US$7 million in Series B funding from Beringea and Khosla Ventures.
       (4/6/10)

United States into World Markets
1B




M&A Activity
 Maryland-based SunEdison acquired two ground-mount solar
  photovoltaic development projects in Ontario from TransAlta, a
  leading Canadian generator and marketer of electricity and
  renewable power. The financial terms of the transaction were
  not disclosed. (6/16/10)
      Virginia-based AES, through a wholly-owned subsidiary,
       entered into an agreement to acquire a 49% interest in Beijing,
       China-based Jianghe Rural Electricity Development Co. Ltd. for
       US$48.8 million. (6/15/10)
      Virginia-based AES signed an agreement with Jan Reichert, a
       Polish wind developer, to acquire a development pipeline of 353 MW. AES acquired a 51% stake in the
       pipeline with potential ownership rising to 90-95%. The project will require approximately US$80 million
       of AES equity through 2011 and approximately US$175 million of AES equity to complete the project by
       2014. (6/14/10)
      New Jersey-based Pioneer Power Solutions, Inc. acquired certain assets of Quebec, Canada-based AAER, a
       megawatt-sized wind turbine manufacturer for approximately US$431,500 in cash. (6/7/10)
      California-based AECOM Technology Corporation acquired Madrid, Spain-based INOCSA Ingenieria, S.L.
       The financial terms of the transaction were not disclosed. (5/10/10)
      Pennsylvania-based PPl Corporation entered into a definitive agreement with Dusseldorf, Germany-based
       E.ON AG to acquire E.ON U.S. for US$7.625 billion. (4/29/10)
      California-based Quantum Fuel Systems Technologies Worldwide announced approval to acquire all of
       the issued and outstanding common shares of Ontario, Canada-based Schneider Power. Shareholders of
       Schneider Power will receive 0.236 common shares of Quantum for each common share of Schneider
       Power. (4/16/10)
      Illinois-based IDEX acquired Blackburn, England-based Seals, Ltd., a provider of specialized sealing
       solutions for the solar and semi-conductor industry, for a cash consideration of approximately US$53.7
       million. (4/15/10)
      Virginia-based AES Wind Generation, a wholly-owned subsidiary of Virginia-based AES, acquired United
       Kingdom-based Your Energy Ltd as well as a 51% stake in a wind portfolio from 3E (Poland). The financial
       terms of these transactions were not disclosed. (4/8/10)
     Private Equity/Other
      Oslo, Norway-based Think Global raised US$40 million from a group of investors including Ener1 (U.S.)
       and RockPort Capital Partners (U.S.). (5/10/10)
      Eindhoven, Netherlands-based Liquavista closed a Series D funding round to raise US$9.3 million from a
       group of global investors including Applied Ventures (U.S.). (4/13/10)
      Zug, Switzerland-based Landis+Gyr raised US$165 million from New York-based DLJ Merchant Banking
       Partners. (4/7/10)

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                                                                         G REEN M&A/PE D EAL U PDATE



World Markets into the United States
2B




M&A Activity
 Taiwan Semiconductor Manufacturing Company, through its unit
  VentureTech Alliance Fund, acquired a 21% stake in California-
  based Stion Corp. (6/16/10)
      Ontario, Canada-based Just Energy entered into an equity interest
       purchase agreement to acquire all of the issued and outstanding
       membership interests in U.S.-based Hudson Parent Holdings, and
       shares of the capital stock of Hudson Energy for US$304.2 million.
       (4/21/10)
     Private Equity/Other
      California-based Solargen raised US$4 million in equity financing, US$3 million of which was issued to
       Taiwan-based investors, UMC Capital and Chinatrust Venture Capital, as Series B Preferred Stock and
       warrants. The remaining US$1 million represented the conversion of outstanding convertible loans.
       (6/30/10)
      Massachusetts-based Boston Power raised US$60 million in Series E funding from a group of investors led
       by Foundation Asset Management (Hong Kong) and Oak Investment Partners (U.S.) in addition to current
       investors Venrock (U.S.) and Gabriel Venture Partners (U.S.). (6/25/10)
      California-based solar startup, Stion, raised US$70 million in Series D funding in a financing round led by
       Taiwan Semiconductor's (TSM) Venture Tech Alliance Unit. The remainder of the financing came from
       return backers Khosla Ventures (U.S.), Lightspeed Venture Partners (U.S.), General Catalyst Partners (U.S.)
       and Braemar Energy Ventures (U.S.). (6/17/10)
      Colorado-based biofuel and biochemical company Gevo raised US$10 million from Germany-based
       Lanxess, the world's largest producer of synthetic rubber. (5/26/10)
      California-based BrightSource Energy raised US$150 million from California State Teachers Retirement
       System (U.S.), Alstrom (France), Vantage Point Partners (U.S.), Morgan Stanley (U.S.) and Draper Fisher
       Jurvetson (U.S.). (5/20/10)
      California-based eIQ Energy raised US$4 million from investors including NGEN Partners (U.S.) and Robert
       Bosch Venture Capital (Germany). (5/14/10)
      California-based Solaria raised US$45 million from CMEA Capital (U.S.), DBL Investors (U.S.), Sigma
       Partners (U.S.), NGEN Partners (U.S.), Mitsui Ventures (Japan) and Savitr Capital (U.S.). (5/11/10)
      California-based Solaicx raised US$36 million from Mitsui Ventures (Japan), DE Shaw Group (U.S.), Applied
       Ventures (U.S.), Big Sky Partners (U.S.), Firsthand Capital Management (U.S.) and Greenhouse Capital
       Partners (U.S.). (5/3/10)
      Illinois-based Coskata raised US$23.8 million from Total (France), Advanced Technology Ventures, Arancia
       Industrial (Mexico), Blackstone Cleantech Venture Partners (U.S.), Globespan Capital Partners (U.S.) and
       Khosla Ventures (U.S.). (4/28/10)
      Georgia-based JouleX raised an undisclosed amount from Munich, Germany-based Target Partners.
       (4/23/10)
      California-based Allylix raised an additional US$3 million in Series C financing for a total of US$9 million
       in this round from Middleland Capital (U.S.), Blue Grass Angels (U.S.), Life Science Angels (U.S.), Tech Coast
       Angels (U.S.), Pasadena Angels (U.S.) and Tate & Lyle Ventures (U.K.). (4/14/10)
      California-based Chromasun raised US$3 million from Danish investor VKR Holding and co-investors
       including Brussels, Belgium-based GoGreen Capital and two unnamed U.S. investors. (4/8/10)
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                                                              G REEN M&A/PE D EAL U PDATE


 California-based Amyris Biotechnologies raised US$47.8 million from Singapore-based Temasek Holdings.
  (4/1/10)




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