PLEDGE AGREEMENT, dated as of September 17, 2001, executed and delivered by James Spiezio
("Pledgor"), to Beacon Power Corporation ("Pledgee") under the below-described Note.
W I T N E S S E T H :
WHEREAS, Pledgor is the record and beneficial owner of the shares of Common Stock and options to purchase
Common Stock described in Exhibit A hereto (the "Pledged Securities") and issued by the Pledgee; and
WHEREAS, Pledgor has executed a Note of even date herewith (as amended, modified, supplemented and
restated from time to time, the "Note"), pursuant to which the Pledgee has agreed to make certain loans to the
Pledgor (the "Obligations"); and
WHEREAS, in accordance with the terms of the Note, and as security for all of the amounts outstanding
thereunder, the Pledgee is requiring that Pledgor execute and deliver this Pledge Agreement and grant the security
interest contemplated hereby.
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, and to induce
the Pledgee to make the loans under the Note, it is agreed as follows:
1. Definitions. Unless otherwise defined herein, terms defined in the Note are used herein as therein defined, and
the following shall have (unless otherwise provided elsewhere in this Pledge Agreement) the following respective
meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):
"Agreement" shall mean this Pledge Agreement, including all amendments, modifications and supplements and any
exhibits or schedules to any of the foregoing, and shall refer to the Agreement as the same may be in effect at the
time such reference becomes operative.
"Bankruptcy Code" shall mean Title 11, United States Code, as amended from time to time, and any successor
"Event of Default" shall mean any of the following events:
(a) there shall occur any "Event of Default" under the Note, as such term is defined therein, or demand shall be
made for payme