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”).
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.
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
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 (col