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Published on 8/27/2007 in the Prospect News PIPE Daily.

New Issue: Distributed Energy Systems settles $15 million convertible note sale

By LLuvia Mares

New York, Aug. 27 - Distributed Energy Systems Corp. announced Monday it completed a $15 million convertible note financing with an investment fund managed by Perseus, LLC.

The company received $15 million in cash at the Aug. 24 deal settlement and repaid all principal and accrued interest under the $12.5 million note issued by the company to Perseus in June.

In exchange for the new investment, the company issued Perseus a 12.5% senior secured convertible promissory note, which matures Nov. 30, 2008. The new note is convertible at $0.57 per share.

A five-year warrant to purchase 34,989,629 shares of the company's stock at exercise prices ranging from $0.80 to $3.00 per share was also included.

In connection with the first $12.5 million financing deal in June, the company issued a five-year warrant to purchase 7,954,536 shares of stock at $0.80 per share. This warrant remains outstanding.

Distributed Systems also changed its board, appointing two Perseus representatives to serve as directors in place of two senior company executives.

The Wallingford, Conn.-based company specializes in creating, delivering products and solutions for the decentralized energy marketplace.

Issuer: Distributed Energy Systems Corp.

Issue: Senior convertible promissory notes

Amount: $15 million

Maturity: Nov. 30, 2008

Coupon: 12.5%

Conversion price:$0.57
Warrants: For 34,989,629 shares
Warrant expiration: Five years
Warrant strike price: Ranging from $0.80 to $3.00
Settlement date: Aug. 24
Announcement date: Aug. 27
Stock symbol: Nasdaq: DESC
Stock price: $0.74 at close Aug. 24

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