ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT DATED AS OF MARCH 31, 1999 BY AND BETWEEN HYCOMP,
INC. OF 165 CEDAR HILL STREET, MARLBOROUGH, MASSACHUSETTS 01752 (THE 'SELLER')
AND HYCOMP ACQUISITION CORP., C/O SATCON TECHNOLOGY CORPORATION, 161 FIRST
STREET, CAMBRIDGE, MASSACHUSETTS 02141 (THE 'PURCHASER'), with reference to the following
A. Seller is in the business of manufacturing of hybrid circuits, thin film circuits and flip chip assembly;
B. Purchaser wishes to purchase certain equipment and other assets which are used by Seller in its business
operations, and Seller desires to sell such assets.
NOW THEREFORE, in consideration of the recitals and of the respective covenants, representations,
warranties, and agreements herein contained, and intending to be legally bound hereby, the parties hereby agree
1. PURCHASE AND SALE
1.1. AGREEMENT TO SELL. At the Closing hereunder (as defined in Section 2.1) and except as specifically
provided in Section 1.3, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, all right, title and
interest of Seller in and to (a) all of the tangible and intangible assets of Seller including those more fully identified
in Section 1.2, (b) the name "HyComp" to the extent of the ownership rights of Seller, if any, and all of the good
will associated therewith; all of which shall be free and clear of all mortgages, liens, pledges, security interests,
charges, claims, restrictions and encumbrances of any nature whatsoever (collectively the "Assets").
1.2 INCLUDED ASSETS. The Assets shall include, without limitation, the following assets, properties and rights
of the Seller, except as otherwise set forth in Section 1.3 hereof.
(a) all machinery, equipment, tools, furniture, furnishings, leasehold improvements, goods and other tangible
personal property owned by Seller, and shown on Schedule 1.2(a).
(b) all prepaid items as shown on Schedule 1.2(b).
(c) all supplies, raw materials, work in process, finis