SC 13D/A

OMB APPROVAL

OMB Number: 3235-0145

Expires: February 28, 2009

Estimated average burden hours per response...15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

PLUG POWER INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

72919P103

(CUSIP Number)

Gregory J. Golden
Baker Botts L.L.P.
The Warner
1299 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2400
(202) 639-7700

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 29, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 72919P103 

1	NAMES OF REPORTING PERSONS: SMART HYDROGEN INC.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	British Virgin Islands
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			44,050,940
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			44,050,940
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	44,050,940
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	35.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	CO

Page 2

CUSIP No. 72919P103 

1	NAMES OF REPORTING PERSONS: MMC NORILSK NICKEL
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Russian Federation
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			44,050,940
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			44,050,940
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	44,050,940
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	35.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	HC

Page 3

CUSIP No. 72919P103 

1	NAMES OF REPORTING PERSONS: CLAYBURN DEVELOPMENT INC.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	British Virgin Islands
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			44,050,940
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			44,050,940
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	44,050,940
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	35.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	HC

Page 4

CUSIP No. 72919P103 

1	NAMES OF REPORTING PERSONS: BRANTON LIMITED
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Bahamas
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			44,050,940
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			44,050,940
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	44,050,940
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	35.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	HC

Page 5

CUSIP No. 72919P103 

1	NAMES OF REPORTING PERSONS: MIKHAIL D. PROKHOROV
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Russian Federation
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			44,050,940
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			44,050,940
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	44,050,940
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	35.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

Page 6

CUSIP No. 72919P103 

1	NAMES OF REPORTING PERSONS: VLADIMIR O. POTANIN
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Russian Federation
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			44,050,940
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			44,050,940
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	44,050,940
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	35.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

Page 7

TABLE OF CONTENTS

	Item 2. Identity and Background
	Item 3. Source and Amount of Funds and Other Consideration
	Item 4. Purpose of the Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 7. Materials to be Filed as Exhibits
SIGNATURE
EXHIBIT INDEX
Agreement Relating to Joint Filing
Investor Rights Agreement
Registration Rights Agreement
Amended and Restated By-Laws
Certificate of Designations
Amended and Restated Shareholders Agreement
Management Agreement

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Amendment No. 1)

Statement of

Smart Hydrogen Inc.

Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of

Plug Power Inc.

The Statement on Schedule 13D of Smart Hydrogen Inc. (“Smart Hydrogen”), MMC Norilsk Nickel (“Norilsk Nickel”), Clayburn Development Inc. (“Clayburn”), Branton Limited (“Branton”), Mikhail D. Prokhorov, and Vladimir O. Potanin, dated April 20, 2006 (“Original Statement”) is hereby amended and supplemented as follows (“Amended Statement”):

Item 2. Identity and Background

Item 2 is hereby amended as follows:

The address of Smart Hydrogen’s principal business and principal office is 135, Arch. Makarios III Avenue, Emelle Building, 2nd Floor, Office No. 22, CY-3021, Limassol, Cyprus.

Item 3. Source and Amount of Funds and Other Consideration

Item 3 is hereby amended and restated in its entirety as follows:

This Amended Statement relates to Smart Hydrogen’s acquisition of beneficial ownership of 44,050,940 shares of Common Stock pursuant to several purchase agreements (described below), which shares represent approximately 35.1% of the Issuer’s outstanding Common Stock.

GE Purchase Agreement

On December 30, 2005, Smart Hydrogen acquired 2,714,700 shares of Common Stock from GE Power Systems Equities, Inc., a Delaware corporation (“GE”), pursuant to a Stock Purchase Agreement dated as of December 30, 2005, a copy of which was filed as an exhibit to the Original Statement and is hereby incorporated by reference herein (the “GE Purchase Agreement”). The consideration consisted of US$14,116,400 and such funds were loaned to Smart Hydrogen by Branton pursuant to a Loan Agreement dated as of December 28, 2005 between Branton and Smart Hydrogen, a copy of which was filed as an exhibit to the Original Statement and is hereby incorporated by reference herein. Smart Hydrogen repaid such loan on March 3, 2006. The Common Stock purchased from GE pursuant to the GE Purchase Agreement represents approximately 2.1% of the outstanding Common Stock of the Issuer.

Page 8

Issuer Transaction

On April 10, 2006, Smart Hydrogen entered into a Stock Purchase Agreement (the “Issuer Purchase Agreement”) with the Issuer pursuant to which the Issuer agreed, among other things, to sell 395,000 shares of Class B Capital Stock, a series of preferred stock, par value $0.01 per share (“Class B Capital Stock”) of the Issuer. A copy of the Issuer Purchaser Agreement was filed as an exhibit to the Original Statement and is hereby incorporated by reference herein. The transactions contemplated by the Issuer Purchase Agreement closed on June 29, 2006 (the “Closing”). At the Closing, Smart Hydrogen purchased (i) 395,000 shares of Class B Capital Stock, which are presently convertible into 39,500,000 shares of Common Stock, and (ii) 11,240 shares of Common Stock, for an aggregate purchase price of US$217,311,820. Each share of Class B Capital Stock is presently convertible into 100 shares of Common Stock and the purchase price per share of Common Stock under the Issuer Stock Purchase Agreement, on an as-converted basis, was US$5.50. The consideration for such purchase was paid from Smart Hydrogen’s working capital.

The Class B Capital Stock that was sold by the Issuer is a new class of stock that is economically equivalent to, and convertible into, shares of Common Stock. The terms of the Class B Capital Stock are set forth in a Certificate of Designations filed by the Issuer with the Delaware Secretary of State of the State of Delaware on June 29, 2006 (the “Certificate of Designations”), a copy of which is attached hereto as Exhibit J and is hereby incorporated by reference herein. Pursuant to the Certificate of Designations, the holders of the Class B Capital Stock will have the right up to four of the eleven directors to the Issuer’s Board of Directors, at least two of whom must be independent directors under applicable NASDAQ rules. At the Closing, Smart Hydrogen, as the holder of all of the outstanding shares of Class B Capital Stock, appointed three directors. Smart Hydrogen intends to appoint a fourth director in the future. Under the Certificate of Designations, the directors appointed by the holders of Class B Capital Stock must be proportionately represented on all committees of the Board of Directors to the extent consistent with applicable law; provided that any committee of five or fewer members need only have one such director as a member. The number of directors that the holders of Class B Capital Stock will be able to appoint in the future will decrease if the percentage of the Issuer’s outstanding Common Stock on an as converted basis decreases; provided that if this percentage decreases below 10%, the director appointment and committee representation rights will terminate. Separately, in the Investor Rights Agreement described below, the holders of the Class B Capital Stock agreed to vote in favor of all director nominees recommended by the Issuer as long as they have director appointment rights.

The Certificate of Designations also requires the Issuer to obtain the approval of the holders of a majority of the outstanding Class B Capital Stock prior to taking any of the following actions as long as such holders continue to own over 20% of the Issuer’s outstanding Common Stock on an as-converted basis:

• changing the number of directors on the Board of Directors;

• issuing any additional shares of Class B Capital Stock;

Page 9

• acquiring any business or assets if the purchase price exceeds the greater of (i) 30% of total assets of the Issuer on a consolidated basis or (ii) US$105,000,000; or

• amending certain provisions of the Issuer’s certification of incorporation or by-laws relating to the rights of the Class B Capital Stock or certain other corporate governance matters, other than in connection with a sale of the Issuer.

The Certificate of Designations provides that shares of Class B Capital Stock will automatically convert into Common Stock if they are transferred to anyone other than certain affiliates of Smart Hydrogen or if the holder of such shares experiences a change of control.

At the Closing, the parties entered into an Investor Rights Agreement dated as of June 29, 2006 (the “Investor Rights Agreement”) and a Registration Rights Agreement dated as of June 29, 2006 (the “Registration Rights Agreement”), copies of which are attached hereto as Exhibit G and H, respectively, and are incorporated by reference herein.

Under the Investor Rights Agreement, Smart Hydrogen agreed to the following restrictions on the transfer of shares of stock of the Issuer:

• For 18 months following the Closing, Smart Hydrogen will not transfer any equity securities of the Issuer to any person;

• For 2 years following the Closing, Smart Hydrogen will not privately sell any equity securities of the Issuer to any person who is or will become a 5% stockholder;

• For 2 years following the Closing, Smart Hydrogen will not privately sell any equity securities of the Issuer to any person without providing the Issuer with a right of first offer; and

• For 5 years following the Closing, Smart Hydrogen will not privately sell any equity securities of the Issuer to a competitor of the Issuer.

Notwithstanding the foregoing, the Issuer will permit Smart Hydrogen, at any time, to transfer its shares to certain affiliates of Smart Hydrogen or to transfer its shares pursuant to any tender offer, exchange offer, merger, business combination, restructuring, or acquisition of the Issuer that is recommended by the Issuer’s Board of Directors.

Additionally, Smart Hydrogen agreed that neither it nor any of its affiliates will take certain actions for a period of 5 years following the Closing, including, among others:

• acquiring any additional securities of the Issuer (other than pursuant to the preemptive or top up rights described below);

• acting to propose, or solicit any person with respect to, any merger, business combination, tender or exchange offer, restructuring, recapitalization, liquidation, or similar transaction involving the Issuer or to seek to control, change or influence the Issuer’s management, Board of Directors or policies, except through the exercise of the rights granted in connection with the transaction;

Page 10

• engaging in a proxy solicitation; and

• submitting a director nominee (other than pursuant to their director appointment rights) or a stockholder proposal to the Issuer for consideration by its stockholders.

Notwithstanding the foregoing, the Issuer will permit the holders of Class B Capital Stock to participate as a bidder in any process initiated by the Issuer to sell the Issuer and, if the Issuer receives an unsolicited acquisition proposal, to submit an acquisition proposal prior to the Issuer’s acceptance of the unsolicited acquisition proposal.

The Investor Rights Agreement also requires the Issuer, for two years following the Closing, to obtain the approval of the holders of a majority of the outstanding Class B Capital Stock prior to redeeming or repurchasing stock (subject to carveouts related to repurchases under equity incentive plans and from Smart Hydrogen under the Issuer’s right of first offer) or paying any dividends.

In the Investor Rights Agreement, the Issuer agreed to provide the holders of Class B Capital Stock with preemptive rights to enable them to participate in future issuances of securities by the Issuer in order to maintain their percentage ownership of the Issuer’s total outstanding common stock on an as-converted basis. These preemptive rights are subject to carveouts for issuances under equity incentive or employee benefit plans, issuances in acquisitions by the Issuer, issuances to strategic partners of up to 10% in the aggregate of the Issuer’s outstanding common stock as of the closing date, issuances to financial institutions or lessors in lending or leasing transactions, private offerings of up to US$7.5 million, and public offerings. However, in the event of issuances of securities in an acquisition by the Issuer or under an equity incentive or employee benefit plan, the holders of Class B Capital Stock will have top up rights enabling them to purchase additional securities in order to maintain their percentage ownership of the Issuer’s total outstanding Common Stock on an as-converted basis. Pursuant to this top up right:

• if the Issuer issues more than US$7.5 million of securities in an acquisition by the Issuer, then the holders of Class B Capital Stock will have the right to purchase additional securities from the Issuer to maintain their percentage ownership;

• if the Issuer issues less than US$7.5 million of securities in an acquisition by the Issuer, then the Issuer will have the option of either offering additional securities to the holders of Class B Capital Stock or permitting them to purchase additional securities in the public market to maintain their percentage ownership; and

• if the Issuer, in the aggregate, issues shares of common stock under an equity incentive or employee benefit plan during any year, then, at the beginning of the following year, the Issuer will permit the holders of Class B Capital Stock to purchase additional securities in the public market to maintain their percentage ownership.

These holders may exercise these preemptive and top up rights notwithstanding the general restriction on acquisition of additional securities of the Issuer described above. These preemptive and top up rights generally continue as long as the holders of Class B Capital Stock own at least 10% of the outstanding Common Stock on an as-converted basis.

Page 11

Under the Investor Rights Agreement, the Issuer agreed to provide the holders of the Class B Capital Stock with co-sale rights to participate on a pro rata basis in any sale by the Issuer of common stock for cash in a private placement of more than 20% of the Issuer’s then outstanding common stock, after giving effect to such transaction, to a single purchaser. These co-sale rights generally continue as long as the holders of Class B Capital Stock own at least 10% of the outstanding common stock of the Issuer on an as-converted basis.

Certain affiliates of Smart Hydrogen agreed, and any person to whom shares of Class B Capital Stock are transferred in the future (without the prior conversion of such shares into common stock) will be required to agree, to be bound by the terms of the Investor Rights Agreement.

Under the Registration Rights Agreement, the Issuer agreed to register the shares of Common Stock issuable upon exercise of the Class B Capital Stock on a resale registration statement within 18 months after the closing of the investment. The Issuer also agreed to prepare a prospectus or, if the Issuer is not Form S-3 eligible, file a registration statement for an underwritten public offering upon the demand of the holders of the shares of Common Stock issuable upon exercise of the Class B Capital Stock; provided that the Issuer is only required to accommodate up to five requests (and pay expenses for three requests). The Issuer will also grant the holders unlimited piggy-back registration rights with respect to underwritten offerings being registered by the Issuer. The registration rights will be transferable to a person acquiring 25% or more of the shares initially issued. The registration rights are to be subject to blackout and market standstill provisions enabling the Issuer to suspend sales pursuant to the registration rights for up to, but not more than, 180 days in any 12-month period.

In connection with the transaction, the Issuer has amended its by-laws effective upon the Closing, a copy of which is attached hereto as Exhibit I and is incorporated by reference herein. The amendments are technical amendments to reflect the rights to be granted to the holders of the Class B Capital Stock and constitute the addition of language to Article I, Section 3(c); Article II, Section 2; Article II, Section 14; and Article VI, Section 8(a) of the by-laws indicating that the provisions of such sections are “subject to the rights, if any, of the holders of any series of preferred stock.”

The foregoing summary is qualified in its entirety by reference to the Issuer Stock Purchase Agreement, Certificate of Designations, Investor Rights Agreement, Registration Rights Agreement, and Amended and Restated By-Laws.

The transactions contemplated by the Issuer Stock Purchase Agreement are sometimes referred to herein collectively as the “Issuer Transaction.”

DTE Foundation Purchase Agreement

At the Closing, Smart Hydrogen also acquired 1,825,000 shares of Common Stock from DTE Energy Foundation, a Michigan non-profit corporation (“DTE Foundation”), pursuant to a Stock Purchase Agreement dated as of April 10, 2006, a copy of which was filed as an exhibit to the Original Statement and is hereby incorporated by reference herein (the “DTE Foundation Purchase Agreement”). The consideration consisted of US$9,855,000 and such funds came from Smart Hydrogen’s working capital. The Common Stock purchased from DTE Foundation

Page 12

pursuant to the DTE Foundation Purchase Agreement represents approximately 1.4% of the outstanding Common Stock of the Issuer.

The Original Statement contained information regarding Smart Hydrogen’s acquisition of voting control over 9,193,227 shares of Common Stock pursuant to a Voting Agreement And Irrevocable Proxy, by and among Smart Hydrogen, DTE Energy Company, a Michigan corporation, and DTE Energy Ventures, Inc., a Michigan corporation and wholly-owned subsidiary of DTE Energy Company, dated as of April 10, 2006 (the “DTE Energy Voting Agreement”). A copy of the DTE Energy Voting Agreement was filed as an exhibit to the Original Statement and is incorporated by reference herein. Pursuant to the terms of the DTE Energy Voting Agreement, Smart Hydrogen’s voting control over those 9,193,227 shares of Common Stock terminated on June 29, 2006.

Item 4. Purpose of the Transaction

Item 4 is hereby amended and restated in its entirety as follows:

The information contained in Items 3, 5, and 6 of the Original Statement and this Amended Statement is hereby incorporated by reference into this Item 4.

This Statement relates to Smart Hydrogen’s acquisition of beneficial ownership of 44,050,940 shares of Common Stock through the GE Purchase Agreement, Issuer Purchase Agreement, and DTE Foundation Purchase Agreement, described in Item 3. These shares constitute approximately 35.1% of the Issuer’s outstanding Common Stock. Beneficial ownership of these shares is a component of Smart Hydrogen’s broader strategy to invest in the hydrogen fuel cell industry in the United States and elsewhere.

No Other Plans or Proposals

Except as set forth in this Item and Items 3, 5, and 6 of the Original Statement and this Amended Statement, none of the persons listed in Item 2 has any present plans or proposals that relate to or would result in the occurrence of any of the events specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate plans or make proposals, and take such actions with respect to their investment in the Issuer, including any action that relates to or would result in the occurrence of any or all of the events specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D, and any other actions, as they may determine. The Reporting Persons intend to review continually their investment in the Issuer, depending upon future evaluations of the business prospects of the Issuer and upon other developments, including but not limited to, general economic and business conditions and stock market conditions. The Reporting Persons may determine to increase or decrease their equity position in the Issuer by acquiring additional shares of disposing of some of the shares they may hold, in each case in accordance with the terms and conditions contained in the Certificate of Designations and the agreements executed at Closing.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended as follows:

Page 13

(a)-(b)

As of the date hereof, Smart Hydrogen is the beneficial owner of 44,050,940 shares of Common Stock, or approximately 35.1% of the Issuer’s outstanding Common Stock. This amount is the sum of (i) 2,714,700 shares of Common Stock purchased by Smart Hydrogen pursuant to the GE Purchase Agreement; (ii) 1,825,000 shares of Common Stock purchased by Smart Hydrogen pursuant to the DTE Foundation Purchase Agreement; (iii) 11,240 shares of Common Stock purchased by Smart Hydrogen pursuant to the Issuer Purchase Agreement; and (iv) 395,000 shares of Class B Capital Stock purchased by Smart Hydrogen pursuant to the Issuer Purchase Agreement, which shares are presently convertible into 39,500,000 shares of Common Stock. By virtue of their stock ownership, Clayburn, Branton, Norilsk Nickel, Mr. Potanin, and Mr. Prokhorov may be deemed to be the beneficial owners of 44,050,940 shares of Common Stock or approximately 35.1% of the outstanding shares of Common Stock.

(c)

No transactions in the Common Stock were effected in the past 60 days, by the persons named in response to Item 5(a), except for the consummation of the transactions under the DTE Foundation Purchase Agreement and Issuer Purchase Agreement described in Item 3 and hereby incorporated in this Item 5(c).

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The information set forth, or incorporated by reference, in Items 2 through 5 of this Amended Statement and Original Statement is hereby incorporated by reference herein.

1. Shareholders Agreement by and among Smart Hydrogen Inc., Clayburn Development Inc., Branton Limited, and Ciata Trading Limited, dated as of April 27, 2006: This agreement sets forth the agreement of the parties thereto regarding the management, operation, and ownership of Smart Hydrogen. Pursuant to such agreement, Clayburn and Branton must approve of any transaction involving material assets of Smart Hydrogen.

2. Management Agreement by and between Smart Hydrogen Inc. and Ciata Trading Limited, dated as of June 19, 2006: This agreement sets forth the terms by which Ciata Trading Limited will manage, direct, and supervise the day-to-day operations of Smart Hydrogen’s business in accordance with the directives, instructions, and requests of Smart Hydrogen, Clayburn and/or Branton.

Except as described in the Original Statement and this Amended Statement, none of the Reporting Persons, nor to the knowledge of the Reporting Persons, any of the persons listed in Exhibit A of the Original Statement, has any contract, arrangement, understanding, or relationship (legal or otherwise with any person with respect to any securities of the Issuer, including but not limited to transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies.

Page 14

Item 7. Materials to be Filed as Exhibits

     The following documents are filed as exhibits to this Amended Statement:

Exhibit A	Stock Purchase Agreement by and between GE Power Systems Equities, Inc. and Smart Hydrogen Inc., dated as of December 30, 2005, previously filed as Exhibit B to the Original Statement and incorporated by reference herein.
Exhibit B	Stock Purchase Agreement by and between DTE Energy Foundation and Smart Hydrogen Inc., dated as of April 10, 2006, previously filed as Exhibit D to the Original Statement and incorporated by reference herein.
Exhibit C	Voting Agreement and Irrevocable Proxy by and among DTE Energy Company, DTE Energy Ventures, Inc., and Smart Hydrogen Inc., dated as of April 10, 2006, previously filed as Exhibit F to the Original Statement and incorporated by reference herein.
Exhibit D	Stock Purchase Agreement by and between Smart Hydrogen Inc. and Plug Power Inc., dated as of April 10, 2006, previously filed as Exhibit G to the Original Statement and incorporated by reference herein.
Exhibit E	Loan Agreement by and between Smart Hydrogen Inc. and Branton Limited, dated as of December 28, 2006, previously filed as Exhibit J to the Original Statement and incorporated by reference herein.
Exhibit F	Agreement Relating to Joint Filing of Schedule 13D.*
Exhibit G	Investor Rights Agreement by and among Plug Power Inc., Smart Hydrogen Inc., Branton Limited, Clayburn Development Inc., and ZAO Interros Holding Company, dated as of June 29, 2006.*
Exhibit H	Registration Rights Agreement by and between Smart Hydrogen Inc. and Plug Power Inc., dated as of June 29, 2006.*
Exhibit I	Amended and Restated By-Laws of Plug Power Inc., effective as of June 29, 2006.*
Exhibit J	Certificate of Designations, filed with the Secretary of State of the State of Delaware on June 29, 2006.*
Exhibit K	Amended and Restated Shareholders Agreement by and among Smart Hydrogen Inc., Clayburn Development Inc., Branton Limited, and Ciata Trading Limited, dated as of April 27, 2006.*
Exhibit L	Management Agreement by and between Smart Hydrogen Inc. and Ciata Trading Limited, dated as of June 19, 2006.*

*Filed herewith.

Page 15

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amended Statement is true, complete and correct.

Dated: July 10, 2006

SMART HYDROGEN INC.
By: Name:	/s/ Sergey Polikarpov Sergey Polikarpov
Title:	Director
MMC NORILSK NICKEL
By: Name:	/s/ Mikhail D. Prokhorov Mikhail D. Prokhorov
Title:	CEO and Chairman of The Management Board

CLAYBURN DEVELOPMENT INC.
By: Name:	/s/ Sergey Gorskiy Sergey Gorskiy
Title:	Attorney-in-Fact
BRANTON LIMITED
By: Name:	/s/ Maria Lambrianidou Maria Lambrianidou
Title:	Director

Page 16

MIKHAIL D. PROKHOROV
By: Name:	/s/ Mikhail D. Prokhorov Mikhail D. Prokhorov
VLADIMIR O. POTANIN
By: Name:	/s/ Vladimir O. Potanin Vladimir O. Potanin

Page 17

EXHIBIT INDEX

The following documents are filed as exhibits to this Amended Statement:

Exhibit A	Stock Purchase Agreement by and between GE Power Systems Equities, Inc. and Smart Hydrogen Inc., dated as of December 30, 2005, previously filed as Exhibit B to the Original Statement and incorporated by reference herein.
Exhibit B	Stock Purchase Agreement by and between DTE Energy Foundation and Smart Hydrogen Inc., dated as of April 10, 2006, previously filed as Exhibit D to the Original Statement and incorporated by reference herein.
Exhibit C	Voting Agreement and Irrevocable Proxy by and among DTE Energy Company, DTE Energy Ventures, Inc., and Smart Hydrogen Inc., dated as of April 10, 2006, previously filed as Exhibit F to the Original Statement and incorporated by reference herein.
Exhibit D	Stock Purchase Agreement by and between Smart Hydrogen Inc. and Plug Power Inc., dated as of April 10, 2006, previously filed as Exhibit G to the Original Statement and incorporated by reference herein.
Exhibit E	Loan Agreement by and between Smart Hydrogen Inc. and Branton Limited, dated as of December 28, 2006, previously filed as Exhibit J to the Original Statement and incorporated by reference herein.
Exhibit F	Agreement Relating to Joint Filing of Schedule 13D.*
Exhibit G	Investor Rights Agreement by and among Plug Power Inc., Smart Hydrogen Inc., Branton Limited, Clayburn Development Inc., and ZAO Interros Holding Company, dated as of June 29, 2006.*
Exhibit H	Registration Rights Agreement by and between Smart Hydrogen Inc. and Plug Power Inc., dated as of June 29, 2006.*
Exhibit I	Amended and Restated By-Laws of Plug Power Inc., effective as of June 29, 2006.*
Exhibit J	Certificate of Designations, filed with the Secretary of State of the State of Delaware on June 29, 2006.*
Exhibit K	Amended and Restated Shareholders Agreement by and among Smart Hydrogen Inc., Clayburn Development Inc., Branton Limited, and Ciata Trading Limited, dated as of April 27, 2006.*
Exhibit L	Management Agreement by and between Smart Hydrogen Inc. and Ciata Trading Limited, dated as of June 19, 2006.*

*Filed herewith.

EX-99.F

EXHIBIT F

AGREEMENT RELATING TO JOINT FILING OF SCHEDULE 13D/A

     The undersigned hereby agree that a joint statement on Schedule 13D be filed on behalf of all of the undersigned with respect to the securities of Plug Power Inc.

Date: July 10, 2006

SMART HYDROGEN INC.
By: Name:	/s/ Sergey Polikarpov Sergey Polikarpov
Title:	Director
MMC NORILSK NICKEL
By: Name:	/s/ Mikhail D. Prokhorov Mikhail D. Prokhorov
Title:	CEO and Chairman of The Management Board

CLAYBURN DEVELOPMENT INC.
By: Name:	/s/ Sergey Gorskiy Sergey Gorskiy
Title:	Attorney-in-Fact
BRANTON LIMITED
By: Name:	/s/ Maria Lambrianidou Maria Lambrianidou
Title:	Director

MIKHAIL D. PROKHOROV
By: Name:	/s/ Mikhail D. Prokhorov Mikhail D. Prokhorov
VLADIMIR O. POTANIN
By: Name:	/s/ Vladimir O. Potanin Vladimir O. Potanin

EX-99.G

EXHIBIT G

INVESTOR RIGHTS AGREEMENT

By and Among

Plug Power Inc.

and

The Restricted Parties

as defined herein

Dated as of June 29, 2006

TABLE OF CONTENTS

		Page
ARTICLE I — DEFINITIONS AND INTERPRETATION			1
Section 1.1.	Construction of Terms		1
Section 1.2.	Terms Not Defined		1
Section 1.3.	Defined Terms		2
ARTICLE II — REPRESENTATIONS AND WARRANTIES			5
Section 2.1.	Representations and Warranties of the Restricted Parties		5
Section 2.2.	Representations and Warranties of the Company		6
ARTICLE III — RESTRICTIONS ON TRANSFER			6
Section 3.1.	Blackout Period		6
Section 3.2.	Restriction Relating to Private Sales of Shares		6
Section 3.3.	Restriction Relating to Sales of Shares to Competitors		6
Section 3.4.	Company Right of First Offer		6
Section 3.5.	Permitted Transfers		8
Section 3.6.	Effect of Prohibited Transfers		8
Section 3.7.	Exception to Transfer Restrictions		8
Section 3.8.	Joinder; Affiliates		8
ARTICLE IV — CO-SALE OPTION			9
Section 4.1.	Co-Sale Option		9
Section 4.2.	Restricted Party Acceptance		9
Section 4.3.	Allocation of Shares		9
Section 4.4.	Co-Sale Closing		9
Section 4.5.	Co-Sale Permitted		10
ARTICLE V — PREEMPTIVE RIGHT			10
Section 5.1.	Preemptive Right		10
Section 5.2.	Investor Acceptance		10
Section 5.3.	Allocation of Shares		11
Section 5.4.	Stock Issuance Closing		11
Section 5.5.	Exceptions to Preemptive Rights		11
ARTICLE VI — TOP UP RIGHTS			12
Section 6.1.	Top Up Right – Large Acquisition Issuance		12
Section 6.2.	Top Up Right - Small Acquisition Issuance		12
Section 6.3.	Exercise of Top Up Right – Acquisition Issuance		13
Section 6.4.	Top-Up Right – Equity Incentive Plans		13
Section 6.5.	Issuance of Common Stock		14
Section 6.6.	Purchase Price		14
Section 6.7.	Stockholder Approval		14
ARTICLE VII — COVENANTS OF THE PARTIES			15
Section 7.1.	Covenants of the Company		15
Section 7.2.	Covenants of the Restricted Parties		15
Section 7.3.	Standstill Covenants of the Restricted Parties		16
Section 7.4.	Sale of the Company		17
Section 7.5.	Non-Party Investor Affiliate Breach of Standstill		17

i

TABLE OF CONTENTS

		Page
Section 7.6.	Termination of NDAs		18
ARTICLE VIII — MISCELLANEOUS PROVISIONS			18
Section 8.1.	Survival of Covenants		18
Section 8.2.	Legends on Securities		19
Section 8.3.	Amendment and Waiver		20
Section 8.4.	Notices		20
Section 8.5.	Headings		21
Section 8.6.	Counterparts		21
Section 8.7.	Remedies; Severability		21
Section 8.8.	Entire Agreement		22
Section 8.9.	Law Governing		22
Section 8.10.	Successors and Assigns		22
Section 8.11.	Dispute Resolution		22

EXHIBITS

Exhibit A           -           Form of Joinder Agreement

ii

INVESTOR RIGHTS AGREEMENT

     THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of June 29, 2006, by and among Plug Power Inc., a Delaware corporation (the “Company”), Smart Hydrogen Inc., a BVI Business Company incorporated under the laws of the British Virgin Islands (“Smart Hydrogen”), Clayburn Development Inc., a company organized under the laws of the British Virgin Islands (“Clayburn”), Branton Limited, a company organized under the laws of the Commonwealth of the Bahamas (“Branton”), ZAO Interros Holding Company, a company organized under the laws of the Russian Federation (“Interros”), and any other Person who from time to time becomes party to this Agreement as a Restricted Party in accordance with the terms hereof (collectively, together with Smart Hydrogen, Clayburn, Branton and Interros, the “Restricted Parties,” and each of them, a “Restricted Party”).

RECITALS

     WHEREAS, on the date hereof, Smart Hydrogen is purchasing shares of the Company’s Class B Capital Stock, a series of preferred stock, par value $.01 per share (the “Class B Capital Stock”), pursuant to that certain Stock Purchase Agreement dated as of April 10, 2006 by and between the Company and Smart Hydrogen (the “Stock Purchase Agreement”);

     WHEREAS, it is a condition to the obligations of Smart Hydrogen and the Company under the Stock Purchase Agreement that this Agreement be executed by the parties hereto, and the parties hereto are willing to execute this Agreement and be bound by the provisions hereof; and

     WHEREAS, the parties hereto desire to agree upon the terms on which the securities of the Company, now or hereafter outstanding and held by them, will be held, transferred and voted on certain matters, and to provide for certain rights of Smart Hydrogen and the holders of Class B Capital Stock.

AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I — DEFINITIONS AND INTERPRETATION

     Section 1.1. Construction of Terms. As used herein, the masculine, feminine or neuter gender, and the singular or plural number, shall be deemed to be or to include the other genders or number, as the case may be, whenever the context so indicates or requires.

     Section 1.2. Terms Not Defined. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Stock Purchase Agreement.

1

     Section 1.3. Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

     “5-Year Standstill Period” shall have the meaning set forth in Section 3.3.

     “Acquisition Issuance” shall have the meaning set forth in Section 5.5.

     “Acquisition Issuance Notice” shall have the meaning set forth in Section 6.3.

     “Affiliate” shall have the meaning set forth in the Stock Purchase Agreement.

     “Applicable Shares” shall have the meaning set forth in the Charter.

     “Board of Directors” shall mean the Board of Directors of the Company.

     “Branton” shall have the meaning set forth in the introductory paragraph hereof.

     “Business Day” shall have the meaning set forth in the Stock Purchase Agreement.

     “Buyer Disclosure Letter” shall have the meaning set forth in the Stock Purchase Agreement.

     “Buyer NDA” means that certain Confidentiality Agreement, dated as of March 13, 2006, by and among Smart Hydrogen and the Company.

     “Chairperson” shall have the meaning set forth in Section 8.11(a).

     “Charter” shall mean the Company’s Amended and Restated Certificate of Incorporation in effect as of the date hereof, including the Certificate of Designations creating the Class B Capital Stock, as amended from time to time.

     “Class B Capital Stock” shall have the meaning set forth in the recitals hereof.

     “Class B Director” shall have the meaning set forth in the Stock Purchase Agreement.

     “Class B Percentage” shall have the meaning set forth in the Charter.

     “Class B Period” shall have the meaning set forth in the Charter.

     “Class B Shares” shall mean the shares of Class B Capital Stock, together with any shares issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or in replacement of such shares or otherwise in connection with a combination of shares, recapitalization, merger, consolidation or other corporate reorganization).

     “Clayburn” shall have the meaning set forth in the introductory paragraph hereof.

     “Closing” shall have the meaning set forth in the Stock Purchase Agreement.

     “Closing Date” shall have the meaning set forth in the Stock Purchase Agreement.

2

     “Common Stock” shall mean the Common Stock and any other common equity securities issued by the Company, and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, recapitalization, merger, consolidation or other corporate reorganization).

     “Company” shall mean Plug Power Inc., a Delaware corporation and any successors thereto.

     “Company Acceptance Notice” shall have the meaning set forth in Section 3.4(b).

     “Company NDA” shall have the meaning set forth in the Stock Purchase Agreement.

     “Company Option Period” shall have the meaning set forth in Section 3.4(b).

     “Competitor” shall mean any Person other than the Company or its subsidiaries that is engaged in, or proposes to engage in, the business of providing, manufacturing, designing, developing, selling or manufacturing fuel cell technology, including fuel reforming and/or processing technology, for any application.

     “control” shall have the meaning set forth in the Stock Purchase Agreement.

     “Co-Sale Acceptance Notice” shall have the meaning set forth in Section 4.2.

     “Co-Sale Election Period” shall have the meaning set forth in Section 4.2.

     “Co-Sale Notice” shall have the meaning set forth in Section 4.1.

     “Co-Sale Option” shall have the meaning set forth in Section 4.1.

     “Co-Sale Shares” shall have the meaning set forth in Section 4.3.

     “Co-Sale Transaction” shall have the meaning set forth in Section 4.1.

     “Dispute” shall have the meaning set forth in Section 8.11(a).

     “Disputing Parties” shall have the meaning set forth in Section 8.11(a).

     “EIP Shares” shall have the meaning set forth in Section 6.4.

     “Equity Incentive Plans” shall have the meaning set forth in the Stock Purchase Agreement.

     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

     “Interros” shall have the meaning set forth in the introductory paragraph hereof.

     “Interros Principals” shall have the meaning set forth in the Buyer Disclosure Letter.

3

     “Issuance Notice” shall have the meaning set forth in Section 5.1.

     “Large Acquisition Issuance” shall have the meaning set forth in Section 6.1.

     “Non-Party Investor Affiliates” shall mean all Affiliates of Smart Hydrogen or any other holder of Applicable Shares other than the Restricted Parties, including, without limitation, Norilsk Nickel, the Interros Principals and their Affiliates.

     “Norilsk Nickel” shall have the meaning set forth in the Stock Purchase Agreement.

     “Notice Date” shall have the meaning set forth in Section 6.4.

     “Ownership Percentage” of a Restricted Party as of a particular date shall mean the number of Applicable Shares held by such Restricted Party as of such date divided by the Total Outstanding Shares as of such date.

     “Participating Investor” shall have the meaning set forth in Section 5.1.

     “Permitted Transferee” shall have the meaning set forth in Section 3.5.

     “Person” shall have the meaning set forth in the Stock Purchase Agreement.

     “Preemptive Acceptance Notice” shall have the meaning set forth in Section 5.2.

     “Preemptive Election Period” shall have the meaning set forth in Section 5.2.

     “Preemptive Right” shall have the meaning set forth in Section 5.1.

     “Private Sale” shall mean any sale other than a sale: (i) in accordance with Rule 144 under the Securities Act, (ii) in an underwritten public offering or (iii) registered under the Securities Act and sold in accordance with the manner of sale requirements set forth in Rule 144(f) under the Securities Act.

     “Restricted Parties” shall have the meaning set forth in the introductory paragraph hereof.

     “ROFO Notice” shall have the meaning set forth in Section 3.4.

     “ROFO Price” shall have the meaning set forth in Section 3.4.

     “ROFO Shares” shall have the meaning set forth in Section 3.4.

     “Rules” shall have the meaning set forth in Section 8.11(a).

     “Sale Transaction” shall have the meaning set forth in Section 7.4.

     “Securities Act” shall mean the Securities Act of 1933, as amended.

     “Shares” shall mean, at any time, shares of (i) Common Stock, (ii) Preferred Stock, and (iii) any other equity securities now or hereafter issued by the Company, and any other shares of

4

stock issued or issuable with respect thereto (whether by way of a stock dividend, stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, recapitalization, merger, consolidation or other corporate reorganization).

     “Small Acquisition Issuance” shall have the meaning set forth in Section 6.2.

     “Smart Hydrogen” shall have the meaning set forth in the introductory paragraph hereof.

     “Stock Issuance” shall have the meaning set forth in Section 5.1.

     “Stock Issuance Price” shall have the meaning set forth in Section 5.2.

     “Stock Purchase Agreement” shall have the meaning set forth in the recitals hereof.

     “Top Up Exercise Notice” shall have the meaning set forth in Section 6.3.

     “Top Up Period” shall have the meaning set forth in Section 6.4.

     “Top Up Right” shall have the meaning set forth in Section 6.4.

     “Total Outstanding Shares” shall have the meaning set forth in the Charter.

     “Transaction Agreements” shall have the meaning set forth in the Stock Purchase Agreement.

     “Transfer” shall have the meaning set forth in the Stock Purchase Agreement.

     “Transferring Investors” shall have the meaning set forth in Section 3.4.

     “Tribunal” shall have the meaning set forth in Section 8.11(a).

     ARTICLE II — REPRESENTATIONS AND WARRANTIES

     Section 2.1. Representations and Warranties of the Restricted Parties. Each of the Restricted Parties, individually and not jointly, hereby represents and warrants to the Company as follows: (a) such Restricted Party has full authority and power under its charter, by-laws, limited liability company agreement, governing partnership agreement or comparable document (if applicable) to enter into this Agreement and perform its obligations hereunder; (b) this Agreement constitutes the valid and binding obligation of such Restricted Party enforceable against it in accordance with its terms, except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and (c) the execution, delivery and performance by such Restricted Party of this Agreement does not and will not violate any laws, rules or regulations of the United States or any state or other foreign or domestic jurisdiction applicable to such Restricted Party, does not and will not conflict with any material contracts entered into by such Restricted Party, or require such Restricted Party to

5

obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made.

     Section 2.2. Representations and Warranties of the Company. The Company hereby represents and warrants to the Restricted Parties as follows: (a) the Company has full corporate authority and power under the Charter and by-laws to enter into this Agreement and perform its obligations hereunder; (b) this Agreement constitutes the valid and binding obligation of the Company enforceable against it in accordance with its terms, except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and (c) the execution, delivery and performance by the Company of this Agreement does not and will not violate any laws, rules or regulations of the United States or any state or other foreign or domestic jurisdiction applicable to the Company, does not and will not conflict with any material contracts entered into by the Company, or require the Company to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made.

ARTICLE III — RESTRICTIONS ON TRANSFER

     Section 3.1. Blackout Period. Except as otherwise permitted by Section 3.7 or Article IV of this Agreement or upon the Company’s prior written consent (in its sole and absolute discretion), from and after the date hereof and until the date that is 18 months after the Closing Date, no Restricted Party shall Transfer all or any portion of the Applicable Shares owned by such Restricted Party except to a Permitted Transferee in accordance with Section 3.5 below.

     Section 3.2. Restriction Relating to Private Sales of Shares. Except as otherwise permitted by Section 3.7 or Article IV of this Agreement or upon the Company’s prior written consent (in its sole and absolute discretion), from and after the date hereof and until the 2^nd anniversary of the Closing Date, none of the Restricted Parties shall sell in a Private Sale any Shares to any Person other than a Permitted Transferee in accordance with Section 3.5 below if after giving effect to such sale, such Person would (together with its Affiliates) beneficially own (as defined in Rule 13d-3 under the Exchange Act), in the aggregate, 5% or more of the Shares then outstanding.

     Section 3.3. Restriction Relating to Sales of Shares to Competitors. Except as otherwise permitted by Section 3.7 or Article IV of this Agreement or upon the Company’s prior written consent (in its sole and absolute discretion), from and after the date hereof and until the 5^th anniversary of the Closing Date (such period being referred to as the “5-Year Standstill Period”), none of the Restricted Parties shall Transfer any Shares to a Competitor in a Private Sale.

     Section 3.4. Company Right of First Offer. If, at any time after the date hereof until the 2^nd anniversary of the Closing Date, one or more Restricted Parties (the “Transferring Investors”) desire to Transfer any Shares in a Private Sale (other than a Transfer to a Permitted Transferee or pursuant to Section 3.7 or Article IV), such Transferring Investors will give notice

6

(the “ROFO Notice”) to the Company that such Transferring Investors desire to make such a Transfer and that sets forth the number of Shares proposed to be Transferred by such Transferring Investors (the “ROFO Shares”), the cash price per share that such Transferring Investors propose to be paid for such ROFO Shares (the “ROFO Price”) and any other material terms sought by such Transferring Investors.

     (a) ROFO Notice. The Transferring Investors’ ROFO Notice shall constitute an irrevocable offer to sell the ROFO Shares to the Company, on the basis described below, at the ROFO Price and on the other terms set forth in the ROFO Notice.

     (b) Company ROFO Option. The Company shall have the option to offer to purchase all (but not less than all) of the ROFO Shares in accordance with this Section 3.4. At any time within 30 days after receipt by the Company of the ROFO Notice (the “Company Option Period”), the Company may elect to accept the offer to purchase all (but not less than all) of the ROFO Shares by giving written notice of such election (the “Company Acceptance Notice”) to all of the Transferring Investors within the Company Option Period. The Company Acceptance Notice shall be irrevocable and shall constitute a valid, legally binding and enforceable agreement for the sale and purchase of the ROFO Shares on the terms described in the ROFO Notice. If the Company accepts the offer to purchase all of the ROFO Shares in accordance with this Section 3.4, the closing for such purchase by the Company under this Section 3.4(b) shall take place within 20 days following the expiration of the Company Option Period, at the offices of the Company or on such other date or at such other place as may be agreed to by the Transferring Investors and the Company. At the closing, the Company shall pay the ROFO Price for the ROFO Shares, in immediately available funds by wire transfer to accounts of the Transferring Investors designated by the Transferring Investor(s) by notice to the Company, and the Transferring Investors will deliver the certificates representing the ROFO Shares to the Company properly endorsed for transfer.

     (c) Sale to Third Party. In the event that (i) the Company does not timely elect to exercise its right to purchase all of the ROFO Shares under this Section 3.4 prior to the end of the Company Option Period or (ii) fails to consummate the purchase of ROFO Shares in accordance with the terms of this Section 3.4, then the Transferring Investors, subject to the other restrictions contained in this Agreement (if any), may sell all (but not less than all) of the ROFO Shares to any other Person in a Private Sale on the terms and conditions described in the ROFO Notice (or on terms and conditions more favorable to the Transferring Investors) during the 75-day period immediately following the expiration of the Company Option Period. Promptly after such Transfer, the Transferring Investors shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by the Company. If the Transferring Investors have not Transferred the ROFO Shares within 75 days after the expiration of the Company Option Period, the Transferring Investor must send a new ROFO Notice and again comply with the provisions of this Section 3.4 prior to effecting a Transfer of Shares in a Private Sale during the time period within which such Transfers are restricted by this Section 3.4.

7

     Section 3.5. Permitted Transfers. The restrictions on Transfer of Shares contained in this Article III shall not apply to Transfers of Shares to the following Persons (each a “Permitted Transferee”):

     (a) Smart Hydrogen, Interros, Clayburn, or Branton;

     (b) any wholly-owned subsidiary of Smart Hydrogen, Interros, Branton, or Clayburn; provided that such subsidiary (i) agrees to be bound by the provisions of this Agreement as a Restricted Party and executes and delivers a Joinder Agreement evidencing such agreement in the form of Exhibit A attached hereto or such other form as the Company and such subsidiary may agree to (“Joinder Agreement”), and (ii) has not previously taken any action that would have been a breach of the provisions of this Agreement if such subsidiary had been subject to this Agreement as a Restricted Party at that time; and

     (c) any other Person to whom the Company may, in its absolute sole discretion, agree in writing;

          provided that no Person shall be deemed to be a Permitted Transferee if such Person, (i) is controlled, directly or indirectly, by a Person other than (A) Smart Hydrogen or an Affiliate of Smart Hydrogen as of the date hereof or (B) another Person that is wholly-owned and controlled solely by Smart Hydrogen or an Affiliate of Smart Hydrogen as of the date hereof or (ii) is not controlled, directly or indirectly, by one or both of the Interros Principals.

          Notwithstanding anything to the contrary in this Agreement or any failure by a Permitted Transferee to execute a Joinder Agreement, such Transferee shall be bound by the provisions of this Agreement as a Restricted Party, whether or not they so agree in writing.

     Section 3.6. Effect of Prohibited Transfers. If any Transfer is made or attempted contrary to the provisions of this Agreement, such purported Transfer shall be void ab initio; the Company and the other parties hereto shall have, in addition to any other legal or equitable remedies which it may have, the right to enforce the provisions of this Agreement by actions for specific performance (to the extent permitted by law); and the Company shall have the right to refuse to recognize any Transferee as one of its stockholders for any purpose.

     Section 3.7. Exception to Transfer Restrictions. Notwithstanding any of the restrictions on Transfer contained in Article III, each of the Restricted Parties and Non-Party Investor Affiliates shall be permitted to Transfer any securities of the Company beneficially owned by it pursuant to any “tender offer” (as such term is used in the Exchange Act), exchange offer, merger, business combination, restructuring, or acquisition of the Company that is recommended by the Board of Directors.

     Section 3.8. Joinder; Affiliates. Upon the execution and delivery of a Joinder Agreement by a Transferee of Shares in accordance with this Article III, the Company shall promptly countersign and deliver such Joinder Agreement to such Transferee; provided that such Transferee shall be bound by such Joinder Agreement regardless of whether it is countersigned and delivered by the Company. Additionally, in the event that an Affiliate of a Restricted Party acquires any Shares from a Restricted Party during the 5-Year Standstill Period, such Affiliate

8

shall, prior to such Affiliate’s acquisition of Shares, agree to be bound by the provisions of this Agreement as a Restricted Party and execute and deliver a Joinder Agreement.

ARTICLE IV — CO-SALE OPTION.

     Section 4.1. Co-Sale Option. Notwithstanding anything to the contrary in this Agreement, in the event that the Company desires to sell any of its Common Stock for cash at any time during the Class B Period in a transaction that is not registered under the Securities Act in which the Company sells more than 20% of its outstanding Common Stock (calculated after giving effect to such transaction) to a single purchaser (or a single purchaser and its Affiliates considered together) (a “Co-Sale Transaction”), the Company shall provide written notice to each Restricted Party that then owns any Applicable Shares (the “Co-Sale Notice”) of its right to participate in the Co-Sale Transaction as a seller of Applicable Shares on a pro rata basis with the Company (the “Co-Sale Option”) and of the terms and conditions of the Co-Sale Transaction.

     Section 4.2. Restricted Party Acceptance. Each of the Restricted Parties receiving the Co-Sale Notice shall have the right to exercise its Co-Sale Option by giving written notice of such intent to participate (the “Co-Sale Acceptance Notice”) to the Company within 10 Business Days after receipt by such Restricted Party of the Co-Sale Notice (the “Co-Sale Election Period”). Each Co-Sale Acceptance Notice shall indicate the maximum number of Shares subject thereto which the Restricted Party wishes to sell on the terms and conditions set forth in the Co-Sale Notice.

     Section 4.3. Allocation of Shares. Each Restricted Party shall have the right to sell the portion of its Applicable Shares pursuant to the Co-Sale Option that is equal to or less than the product obtained by multiplying (a) the total number of Shares proposed to be sold by the Company in the Co-Sale Transaction, as set forth in the Co-Sale Notice, by (b) such Restricted Party’s Ownership Percentage as of the date of the Co-Sale Notice (such product being such Restricted Party’s “Co-Sale Shares”). The number of shares that the Company may sell in the Co-Sale Transaction shall be reduced by the aggregate number of Co-Sale Shares to be sold by each Restricted Party that exercised its Co-Sale Option.

     Section 4.4. Co-Sale Closing. Within 10 days after the end of the Co-Sale Election Period, the Company shall promptly notify each participating Restricted Party in writing of the number of Shares held by such Restricted Party that will be included in the Co-Sale Transaction and the date on which the Co-Sale Transaction will be consummated, which shall be no later than the later of (i) 45 days after the end of the Co-Sale Election Period and (ii) 10 days after the satisfaction of all stockholder approval and governmental and regulatory approval and filing requirements relating to the Co-Sale Transaction, if any. Each participating Restricted Party may effect its participation in any Transaction Offer hereunder by delivery to the Company for delivery to the purchaser(s) of Shares in the Co-Sale Transaction, of one or more instruments or certificates, properly endorsed for transfer, representing the Applicable Shares such Restricted Party elects to sell pursuant thereto. The Company shall provide in the definitive documentation relating to the Co-Sale Transaction that at the time of consummation of the Co-Sale Transaction, the purchaser(s) in the Co-Sale Transaction shall remit directly to each participating Restricted

9

Party that portion of the sale proceeds to which the participating Restricted Party is entitled by reason of its participation with respect thereto.

     Section 4.5. Co-Sale Permitted. For purposes of clarity, the parties hereto acknowledge and agree that each Restricted Party may sell Applicable Shares pursuant to the Co-Sale Option notwithstanding any restrictions on Transfer or other provisions of this Agreement to the contrary.

ARTICLE V — PREEMPTIVE RIGHT

     Section 5.1. Preemptive Right. The Company agrees that, except as set forth in Section 5.5 below, during the Class B Period, it will not sell or issue in exchange for cash in a capital raising transaction: (a) any shares of capital stock of the Company, (b) securities convertible into or exercisable or exchangeable for capital stock of the Company, or (c) options, warrants or rights carrying any rights to purchase or receive capital stock of the Company (a “Stock Issuance”), unless it complies with the procedures set forth in this Article V. In the event that the Company desires to engage in a Stock Issuance, the Company shall provide written notice (the “Issuance Notice”) to each of the Restricted Parties that holds Applicable Shares (each, a “Participating Investor”) identifying the terms of the proposed Stock Issuance (including without limitation price, manner of payment, number or aggregate principal amount of securities (or a reasonably limited range of prices and numbers or amounts of securities), anticipated closing date, and all other material terms) and offering each Participating Investor the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of such securities in such Stock Issuance on terms and conditions, including price, not less favorable than those on which the Company sells such securities to a third party or parties in such Stock Issuance as described in the Issuance Notice (the “Preemptive Right”).

     Section 5.2. Investor Acceptance. Notwithstanding Section 7.3 or anything to the contrary in this Agreement, each Participating Investor shall have the right to exercise its Preemptive Right by giving written notice of its intent to participate (the “Preemptive Acceptance Notice”) to the Company within 10 Business Days after the Issuance Notice is delivered to such Participating Investor (the “Preemptive Election Period”). Each Preemptive Acceptance Notice shall indicate the maximum number of securities subject thereto which the Participating Investor wishes to purchase in the Stock Issuance and the maximum price at which the Participating Investor would purchase such securities (in the event that a range of prices is included in the Issuance Notice) on the terms and conditions set forth in the Issuance Notice. The Preemptive Acceptance Notice shall constitute a valid, legally binding and enforceable agreement of the Participating Investor to purchase, and the Company to sell, a number of securities equal to the lesser of (i) the maximum number of securities that such Participating Investor agreed to purchase in the Preemptive Acceptance Notice at the lowest price at which the Company sells such securities to any third party in the Stock Issuance and (ii) such Participating Investor’s Pro Rata Allotment at a purchase price per security equal to the lowest price at which the Company sells such securities to any third party in the Stock Issuance (the “Stock Issuance Price”); provided that such purchase is conditioned upon and subject to (i) the Company having entered into or entering into, within 30 days after the end of the Preemptive Election Period, a definitive agreement with respect to the Stock Issuance and (ii) the closing of the Stock Issuance

10

at a date no later than the later of (A) 30 days after the definitive agreement relating thereto was executed (or, if later, the end of the Preemptive Election Period) and (B) 10 days after the satisfaction of all stockholder approval and governmental and regulatory approval and filing requirements relating to the Stock Issuance, if any.

     Section 5.3. Allocation of Shares. Each Participating Investor shall have the right to purchase a portion of the securities issued in the Stock Issuance which is equal to or less than the product obtained by multiplying (A) the total number of securities issued in the Stock Issuance by (B) such Participating Investor’s Ownership Percentage as of the date of the Issuance Notice (such product being referred to herein as such Participating Investor’s “Pro Rata Allotment”).

     Section 5.4. Stock Issuance Closing. At the closing, each Participating Investor shall pay the Stock Issuance Price for the number of securities it is purchasing, in immediately available funds by wire transfer to an account of the Company designated by the Company by notice to such Participating Investor, and the Company will deliver the certificates representing such securities to such Participating Investor. If the Company either has not (i) entered a definitive agreement with respect to the Stock Issuance within 30 days after the end of the Preemptive Election Period, or (ii) closed the Stock Issuance by the later of (A) 30 days after the definitive agreement relating thereto was executed (or, if later, the end of the Preemptive Election Period) and (B) 10 days after the satisfaction of all stockholder approval and governmental and regulatory approval and filing requirements, if any, then the Company must send a new Issuance Notice and again comply with the provisions of this Article V prior to effecting any Stock Issuance.

     Section 5.5. Exceptions to Preemptive Rights. Notwithstanding the foregoing, the Preemptive Rights granted under this Section V shall be inapplicable with respect to (i) the issuance of shares of Common Stock, options or other awards pursuant to the Equity Incentive Plans or awards or options granted pursuant to the Equity Incentive Plans; (ii) securities issued as a result of any stock split, stock dividend, reclassification or reorganization or similar event with respect to the Shares; (iii) Shares issued upon conversion or exercise of, or as a dividend on, any securities of the Company; (iv) Common Stock issued in connection with any acquisition, merger, stock exchange or asset acquisition that is approved by the Board of Directors (an “Acquisition Issuance”); (v) the issuance of Common Stock to any strategic partner, including without limitation, any supplier or developer of the Company, except to the extent that the number of shares issued pursuant to this clause (v) exceeds 10% of the Shares (on an as converted basis) outstanding immediately following the Closing (as adjusted for future stock splits, reverse stock splits, stock dividends, reclassifications, reorganizations, or similar events); (vi) Common Stock issued to any financial institution or lessor in connection with a lending or leasing transaction approved by the Board of Directors; (vii) Common Stock issued in a public offering by the Company approved by the Board of Directors; and (viii) Common Stock issued in a private offering by the Company approved by the Board of Directors, provided, that the aggregate gross proceeds attributable to sales for the account of the Company in such private offering does not exceed $7,500,000.

11

ARTICLE VI — TOP UP RIGHTS

     Section 6.1. Top Up Right – Large Acquisition Issuance. Notwithstanding Section 7.3 or anything else to the contrary in this Agreement, during the Class B Period, immediately following each Acquisition Issuance with a value equal to or in excess of $7,500,000 (a “Large Acquisition Issuance”), each Restricted Party holding Applicable Shares shall have the right, but not the obligation, to purchase from the Company, and the Company shall have the obligation to sell to each such Restricted Party (subject to the closing of the Large Acquisition Issuance), up to that number of shares of Common Stock equal to the “Top Up Shares” as determined by the following formula:

Top Up Shares	=	OP
(AI Shares + Top Up Shares)

where:

“Top Up Shares” means the maximum number of shares of Common Stock that such holder of Applicable Shares is entitled to purchase (and the Company is obligated to sell and issue) pursuant to this Section 6.1;

“AI Shares” means the total number of shares of Common Stock issued in the Acquisition Issuance; and

“OP” means such Restricted Party’s Ownership Percentage at the date the Company receives its Top Up Exercise Notice.

     Section 6.2. Top Up Right — Small Acquisition Issuance. Notwithstanding Section 7.3 or anything else to the contrary in this Agreement, during the Class B Period, immediately following each Acquisition Issuance with a value less than $7,5000,000 (a “Small Acquisition Issuance”), unless within 5 calendar days following the execution of definitive agreements with respect to such Small Acquisition Issuance, the Company offers each Restricted Party holding Applicable Shares the same Top Up Right with respect to such Small Acquisition Issuance that such holder would have had if such Small Acquisition Issuance was a Large Acquisition Issuance (in which case the procedures applicable to the Top Up Right in Section 6.1 will apply), each Restricted Party holding Applicable Shares shall have the right, but not the obligation (subject to the closing of the Small Acquisition Issuance), to purchase in one or more transactions in the public markets during the three-month period following the closing of such Small Acquisition Issuance, up to an aggregate number of shares of Common Stock equal to the “Top Up Shares” as determined by the following formula:

Top Up Shares	=	OP
AI Shares

where:

“Top Up Shares” means the maximum number of shares of Common Stock that such holder of Applicable Shares is entitled to purchase pursuant to this Section 6.2;

12

“AI Shares” means the total number of shares of Common Stock issued in the Small Acquisition Issuance; and

“OP” means such Restricted Party’s Ownership Percentage at the time the definitive agreement(s) for the Small Acquisition Issuance were executed.

          Each Restricted Party that acquires shares of Common Stock as a result of purchases in the public markets pursuant to this Section 6.2 will provide notice to the Company of such purchase within 5 Business Days thereafter and will submit the stock certificate representing such shares to the Company as soon as reasonably practicable for the purpose of reregistering such certificate in the name of such Restricted Party, if not already done, and adding the legend described in Section 8.2(a) to such certificates.

     Section 6.3. Exercise of Top Up Right – Acquisition Issuance. The Company shall promptly provide written notification to the holders of Applicable Shares of the closing of any Acquisition Issuance (an “Acquisition Issuance Notice”). The failure or refusal of the Company to provide an Acquisition Issuance Notice in accordance with this Section 6.3 shall not limit the rights of any holder of Applicable Shares in any manner whatsoever. A Restricted Party holding Applicable Shares shall notify the Company in writing of the exercise of its Top Up Right (a “Top Up Exercise Notice”) within 10 days after its receipt of an Acquisition Issuance Notice relating to a Large Acquisition Issuance.

     Section 6.4. Top-Up Right – Equity Incentive Plans. On or before January 20^th of each year (each, a “Notice Date”) during the period from the Closing Date until the earlier of (a) the end of the Class B Period or (b) the end of the 5-Year Standstill Period (the “Top Up Period”), the Company shall provide to each Restricted Party holding Applicable Shares a notice disclosing the number of shares of Common Stock issued by the Company pursuant to the Equity Incentive Plans, by stock option exercise or otherwise, in the preceding calendar year, less (x) any shares reacquired by the Company during such year as payment of the exercise price of a stock option or the tax withholding obligation in connection with any award under an Equity Incentive Plan, (y) any shares of unvested restricted stock originally issued pursuant to an Equity Incentive Plan that are forfeited or repurchased by the Company during such year, and (z) any shares otherwise reacquired by the Company as permitted under an Equity Incentive Plan during such year (such number, less the items described in clauses (x), (y) and (z), being referred to as the “EIP Shares” for such year); provided, however, that the EIP Shares for the calendar year ended December 31, 2006 shall equal the number of shares of Common Stock issued by the Company pursuant to the Equity Incentive Plans for the period beginning on the Closing Date and ending on December 31, 2006, net of (x) any shares reacquired by the Company during such period as payment of the exercise price of a stock option or the tax withholding obligation in connection with any award under an Equity Incentive Plan, (y) any shares of unvested restricted stock originally issued pursuant to an Equity Incentive Plan that are forfeited or repurchased by the Company during such period, and (z) any shares otherwise reacquired by the Company as permitted under an Equity Incentive Plan during such period.

     Notwithstanding Section 7.3 or anything else to the contrary in this Agreement, during the Top Up Period each Restricted Party holding Applicable Shares shall have the right, but not the obligation, to purchase in one or more transactions in the public markets during the

13

three-month period beginning on the February 1^st immediately following the relevant Notice Date, up to an aggregate number of shares of Common Stock equal to the “Top Up Shares” for the prior year as determined by the following formula:

Top Up Shares for such year	=	OP
EIP Shares for such year

where:

“Top Up Shares,” for a specified year, means the maximum number of shares of Common Stock that such holder of Applicable Shares is entitled to purchase pursuant to this Section 6.4;

“EIP Shares,” for a specified year, has the meaning set forth above; and

“OP” means such Restricted Party’s Ownership Percentage as of the Notice Date.

          Each Restricted Party that acquires shares of Common Stock as a result of purchases in the public markets pursuant to this Section 6.4 will provide notice to the Company of such purchase within 5 Business Days thereafter and will submit the stock certificate representing such shares to the Company as soon as reasonably practicable for the purpose of reregistering such certificate in the name of such Restricted Party, if not already done, and adding the legend described in Section 8.2(a) to such certificates.

     The rights described in Sections 6.1 and 6.2 hereof and this Section 6.4 are sometimes referred to herein collectively as a “Top Up Right.”

     Section 6.5. Issuance of Common Stock. The issuance of Common Stock by the Company pursuant to a Top Up Right in connection with an Acquisition Issuance, shall occur within 10 days after, and be subject to, the closing of such Acquisition Issuance.

     Section 6.6. Purchase Price. The per-share purchase price for the Common Stock issued by the Company pursuant to a Top Up Right in connection with an Acquisition Issuance shall be equal to the implied per-share value paid by the counterparty in the Acquisition Issuance; provided, however, that if such per-share value is not set forth or otherwise determinable from the definitive documentation relating to the Acquisition Issuance, then the per-share purchase price shall be equal to the average closing price of the Common Stock as reported by NASDAQ during the 30 consecutive trading days immediately preceding the execution of such definitive documentation.

     Section 6.7. Stockholder Approval. In the event that the Board of Directors determines (after consultation with counsel) that the issuance of shares of Common Stock by the Company pursuant to the Top Up Right in connection with an Acquisition Issuance would (i) cause an Acquisition Issuance not otherwise subject to approval by the stockholders of the Company to be subject to approval by the stockholders of the Company under NASD Rule 4350 or any other NASD rule or applicable law, and/or (ii) require an amendment of the Charter to increase the number of authorized shares of Common Stock, then, as a condition to the issuance of shares pursuant to the Top Up Right, each Person issuing a Top Up Exercise Notice shall vote

14

all of its Applicable Shares in favor of the Acquisition Issuance and/or the amendment of the Certificate of Incorporation, as the case may be, and the issuance of its Top Up Exercise Notice shall constitute the grant to the Chief Executive Officer, Chief Financial Officer and General Counsel of the Company of an irrevocable proxy, coupled with an interest, to vote such Applicable Shares solely in favor of the foregoing matters accordance with this Section 6.7, but not with respect to any other matter.

ARTICLE VII — COVENANTS OF THE PARTIES

     Section 7.1. Covenants of the Company. From and after the date hereof and until the 2^nd anniversary of the Closing Date, except as may be required by the terms of the Charter, the Company’s By-Laws or this Agreement, (in which case the Company shall provide not less than 30 days written notice to the Restricted Parties holding Applicable Shares prior to any such action by the Company), without the prior written consent of the Restricted Parties holding Applicable Shares, the Company shall not:

          (a) redeem or repurchase any Shares, except (i) as the purchase price for any stock option or warrant, (ii) as permitted or required under any Equity Incentive Plan or any option or award outstanding under any Equity Incentive Plan, including, without limitation, as the payment of the exercise price of a stock option or the tax withholding obligation in connection therewith using Company equity securities, the Company’s repurchase of unvested restricted stock or otherwise, or (iii) ROFO Shares from Transferring Investors pursuant to Section 3.4 hereof;

          (b) pay any dividend or distribution (other than a liquidating distribution or a dividend or distribution of common or preferred stock purchase rights in connection with the adoption of a “poison pill” shareholder rights agreement approved by the Board of Directors) with respect to shares of the Company’s capital stock; or

          (c) enter into any binding agreement to take any of the actions discussed in (a) and (b) above.

     Section 7.2. Covenants of the Restricted Parties. During the Class B Period, each of the Restricted Parties, individually and not jointly, agrees as follows:

          (a) to vote all Applicable Shares held by such Restricted Party and all Applicable Shares over which such Restricted Party exercises voting control whether directly or indirectly, for all director nominees recommended by the Board of Directors and to withhold from any other directors nominees; and

          (b) to be present, in person or by proxy, at all meetings of the stockholders of the Company with respect to all Applicable Shares held by such Restricted Party and all Applicable Shares over which such Restricted Party exercises voting control, whether directly or indirectly.

          If a Restricted Party fails or refuses to vote such the Applicable Shares held or controlled by such Restricted Party as required by, or votes such Applicable Shares in

15

contravention of this Section 7.2, then such Restricted Party hereby grants to the Chief Executive Officer, Chief Financial Officer and General Counsel of the Company an irrevocable proxy, coupled with an interest, to vote such Applicable Shares solely in accordance with Section 7.2(a), but not with respect to any other matter.

     Section 7.3. Standstill Covenants of the Restricted Parties. Except as otherwise provided in Article V and Article VI and Section 7.4 below of this Agreement or with the Company’s prior, written consent, during the 5-Year Standstill Period, none of the Restricted Parties nor any Non-Party Investor Affiliate, acting alone or as part of any group (within the meaning of section 13(d)(3) of the Exchange Act), directly or indirectly, shall:

          (a) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-1 under the Exchange Act) of any of the assets or businesses of the Company or any of its subsidiaries or of any Common Stock or other securities of the Company or any of its subsidiaries, or any rights or options to acquire any such ownership (including from a third party), except for Transfers of Shares permitted by this Agreement;

          (b) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are used in the Exchange Act) to vote or seek to advise or influence in any manner whatsoever any person or entity (other than a Restricted Party) with respect to the voting of any securities of the Company or any of its subsidiaries;

          (c) form, join, or in any way participate in a “group” (within the meaning of section 13(d)(3) of the Exchange Act) (other than a group consisting of only Restricted Parties and their Affiliates ) with respect to any voting securities of the Company or any of its subsidiaries;

          (d) arrange, or in any way participate in, any financing for the purchase of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of the Company or any of its subsidiaries other than in connection with Transfers permitted by this Agreement;

          (e) otherwise act, whether alone or in concert with others, to seek to propose to the Company or any of its stockholders any merger, business combination, tender or exchange offer, restructuring, recapitalization, liquidation of or similar transaction with or involving the Company or any of its subsidiaries or otherwise intentionally act, whether alone or in concert with others, to seek to control, change or influence the management, Board of Directors or policies of the Company, or nominate any person as a Director of the Company, or propose any matter to be voted upon by the stockholders of the Company, except through the appointment of Class B Directors and through the exercise of rights under this Agreement, the Stock Purchase Agreement and the Certificate of Designations;

          (f) solicit, negotiate with, or provide any information to, any person with respect to a merger, business combination, tender or exchange offer, restructuring, recapitalization, liquidation of or similar transaction with or involving the Company or

16

any of its subsidiaries or any other acquisition of the Company or any of its subsidiaries, any acquisition of voting securities of or all or any portion of the assets of the Company or any of its subsidiaries, or any other similar transaction;

          (g) announce an intention to, or enter into any discussions, negotiations, arrangements or understandings with any third party with respect to, any of the foregoing;

          (h) publicly disclose any intention, plan or arrangement inconsistent with the foregoing; or

          (i) intentionally or knowingly provide any advice or assistance to any other Person other than a Restricted Party or Affiliate thereof in connection with any of the foregoing.

     Section 7.4. Sale of the Company.

          (a) Notwithstanding the restrictions in Section 7.3 or anything else to the contrary in this Agreement, if the Company initiates any process to sell substantially all of the assets of the Company, whether by way or merger or consolidation, stock purchase, asset sale or otherwise (each of the events described in this subsection, a “Sale Transaction”) at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis), then, the Restricted Parties shall be entitled to participate as a bidder in such process to the same extent and on the same basis as the Company generally permits other third parties to participate and to take actions incidental thereto.

          (b) Notwithstanding the restrictions in Section 7.3 or anything else to the contrary in this Agreement, if the Company receives an unsolicited proposal to enter into a Sale Transaction at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis), then at least 12 Business Days prior to the approval of the Board of Directors of any definitive agreement relating to such unsolicited proposal, the Company shall notify the Restricted Parties in writing of such unsolicited proposal and the terms thereof and the Restricted Parties shall have the right to submit to the Board of Directors, within 10 Business Days after the Company provides such notice, a proposal to enter into a Sale Transaction with the Company, which proposal the Board of Directors shall consider in good faith. If the Board of Directors does not approve an unsolicited proposal described herein then the Company will not be required to permit any Restricted Party to submit a proposal to enter into a Sale Transaction. Notwithstanding the foregoing, this Section 7.4(b) shall not apply with respect to an unsolicited proposal to enter into a Sale Transaction at any time from and after the date on which the Company initiates a process to enter into a Sale Transaction and, in connection therewith, complies with the provisions of Section 7.4(a) above.

     Section 7.5. Non-Party Investor Affiliate Breach of Standstill. In addition to any other legal or equitable remedies which the Company may have and the right to enforce the

17

provisions of this Agreement by actions for specific performance (to the extent permitted by applicable law), in the event a Non-Party Investor Affiliate, acting alone or as part of any group (within the meaning of section 13(d)(3) of the Exchange Act), directly or indirectly during the 5-Year Standstill Period:

          (a) acquires or agrees, offers, seeks or proposes to acquire, or causes to be acquired, ownership of any Common Stock or other securities of the Company in a manner that would have constituted a breach of the provisions of this Agreement if such Non-Party Investor Affiliate had been a party to this Agreement as a Restricted Party, then, the Company shall have the right to demand that the Restricted Parties, and the Restricted Parties shall be required to, convert shares of Class B Capital Stock convertible, in the aggregate, into an equal number of shares of Common Stock and to vote such shares of Common Stock as directed by the Board of Directors on all matters until the termination of the 5-Year Standstill Period.

          (b) submits a director nominee or shareholder proposal with respect to any voting securities of the Company held or controlled by such Non-Party Investor Affiliate, in a manner that would have constituted a breach of the provisions of this Agreement if such Non-Party Investor Affiliate had been a party to this Agreement, then, the Restricted Parties will vote all voting securities of the Company beneficially owned by such Restricted Parties against (withhold vote from) any such director nominee and against any such shareholder proposal.

          (c) commences a “tender offer” (as such term in used in the Exchange Act) or exchange offer for any Shares of the Company, then, the Restricted Parties will not tender or exchange any securities of the Company beneficially owned by them unless the Board of Directors recommends that all of the Company’s stockholders do so.

     Section 7.6. Termination of NDAs.

          (a) All of the provisions of the Company NDA (including without limitation the standstill provisions under section 6 thereof) other than the confidentiality provisions under sections 1 and 2 thereof, shall terminate effective as of the Closing Date.

          (b) All of the provisions of the Buyer NDA other than the confidentiality provisions under sections 1, 2, 3 and 4 thereof, shall terminate effective as of the Closing Date.

          (c) All confidentiality provisions under sections 1 and 2 of the Company NDA and sections 1, 2, 3, and 4 of the Buyer NDA shall terminate upon the second anniversary of the Closing Date.

ARTICLE VIII — MISCELLANEOUS PROVISIONS

     Section 8.1. Survival of Covenants. Each of the parties hereto agrees that each covenant and agreement made by it in this Agreement or in any certificate, instrument or other document delivered pursuant to this Agreement is material, shall be deemed to have been relied

18

upon by the other parties and shall remain operative and in full force and effect after the date hereof regardless of any investigation. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties hereto (and future parties hereto) and their respective successors, heirs, and Permitted Transferees.

     Section 8.2. Legends on Securities.

          (a) The Company and the Restricted Parties acknowledge and agree that in addition to any other legend on the certificates representing Shares held by them, substantially the following legend shall be typed on each certificate evidencing any of the Shares held at any time by any of the Restricted Parties:

          THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT, DATED AS OF JUNE 29, 2006, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH THEREIN. A COMPLETE AND CORRECT COPY OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.

          (b) Additionally, each certificate representing Class B Shares shall, except as otherwise provided in this Section 8.2, be stamped or otherwise imprinted with a legend substantially in the following form:

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

          A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws.

          (c) Prior to any proposed Transfer of any Class B Shares during the 5-Year Standstill Period, the holder thereof shall give written notice to the Company of its intention to effect such Transfer. Each such notice shall describe the manner of the proposed Transfer, whereupon, if permitted under this Agreement, the holder of such stock shall be entitled to Transfer such stock in accordance with the terms of its notice and the terms of this Agreement, if applicable. Each certificate for any Class B Shares, Transferred as above provided shall bear the legend set forth in Section 8.2(b), except that such certificate shall not bear such legend if (i) such Transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act), (ii) such Transfer is registered under the Securities Act or (iii) the Transferor shall provide an opinion of counsel satisfactory to the Company to the effect that the Transferee and any subsequent Transferee (other than an affiliate of the

19

Company) would be entitled to Transfer such securities in a public sale without registration under the Securities Act.

     Section 8.3. Amendment and Waiver. Any party hereto may waive any provision hereof intended for its benefit in writing. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party hereto at law or in equity or otherwise. This Agreement may not be amended except with the prior written consent of the Company and Restricted Parties holding a majority of the Applicable Shares at such time. Any consent given as provided in the preceding sentence shall be binding on the Company and all Restricted Parties.

     Section 8.4. Notices. All notices, requests, consents and other communications hereunder shall be in writing, in English, shall be delivered (A) if within the United States, by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile, or (B) if to or from outside the United States, by a recognized international express courier service or facsimile, and shall be deemed given (i) if delivered by first-class registered or certified mail domestic, upon the Business Day received; (ii) if delivered by nationally recognized overnight carrier, one (1) Business Day after timely delivery to such carrier; (iii) if delivered by a recognized international express courier service, two (2) Business Days after timely delivery to such carrier; (iv) if delivered by facsimile, upon electric confirmation of receipt and shall be addressed as follows, or to such other address or addresses as may have been furnished in writing by a party to another party pursuant to this Section 8.4:

     if to the Company, to:

Plug Power Inc.
968 Albany-Shaker Road
Latham, New York 12110
Attention: General Counsel
Facsimile: (518) 782-7884

with a copy (which shall not constitute notice) to:

Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109
Attention: Robert P. Whalen, Jr.
Facsimile: (617) 523-1231

     if to a Restricted Party, to:

Smart Hydrogen Inc.
c/o Interros Holding Company
9, Bolshaya Yakimanka Street
119180 Moscow
Russian Federation

20

Attn: Marianna Zakharova
Facsimile: 7-495-785-6362

with a copy (which shall not constitute notice) to:

Baker Botts L.L.P.
The Warner
1299 Pennsylvania Avenue, N.W.
Washington, DC 20004-2400
Attention: Gregory J. Golden
Facsimile: (202) 585-1025

In the event of a Person joins this Agreement as a Restricted Party after the date hereof, notices given pursuant to this Agreement to such Restricted Party shall be delivered to the relevant address specified in the relevant agreement in the form of Exhibit A whereby such Restricted Party became bound by the provisions of this Agreement.

     Section 8.5. Headings. The Article and Section headings used or contained in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement. The parties have participated jointly in the negotiation and drafting of this Agreement and the other agreements, documents and instruments executed and delivered in connection herewith with counsel sophisticated in investment transactions. In the event an ambiguity or question of intent or interpretation arises, this Agreement and the agreements, documents and instruments executed and delivered in connection herewith shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement and the agreements, documents and instruments executed and delivered in connection herewith.

     Section 8.6. Counterparts. This Agreement may be executed in one or more counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.

     Section 8.7. Remedies; Severability. It is specifically understood and agreed that any breach of the provisions of this Agreement by any Person subject hereto will result in irreparable injury to the other parties hereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other legal or equitable remedies which they may have, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by applicable law) and the Company may refuse to recognize any Transferee of Shares Transferred in violation of this Agreement as one of its stockholders for any purpose, including, without limitation, for purposes of dividend and voting rights, until the relevant party or parties have complied with all applicable provisions of this Agreement.

     In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being

21

intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

     Section 8.8. Entire Agreement. This Agreement, the Registration Rights Agreement and the Stock Purchase Agreement are intended by the parties as a final expression of their agreement and intended to be complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.

     Section 8.9. Law Governing. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of New York (without giving effect to principles of conflicts of law).

     Section 8.10. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, and permitted assigns and to Permitted Transferees of the parties hereto as contemplated herein. Any successor to the Company by way of merger or otherwise shall specifically agree to be bound by the terms hereof as a condition of such succession. Neither this Agreement nor any of the rights contained herein may be assigned by any Restricted Party except as provided herein without the prior written consent of the Company. Neither this Agreement nor any of the rights or obligations contained herein may be assigned or delegated by the Company without the prior written consent of the Restricted Parties holding a majority of the Applicable Shares at such time.

     Section 8.11. Dispute Resolution.

          (a) The parties to this Agreement shall endeavor to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (including, but not limited to, the negotiation, validity, performance breach or termination thereof) (each, a “Dispute”) by non-binding mediation under the CPR Mediation Procedure then currently in effect. The mediator will be selected upon mutual agreement of the parties engaged in the Dispute (the “Disputing Parties”). Any Dispute which remains unresolved 30 days after the appointment of a mediator (or if the Disputing Parties are unable to agree upon a mediator within 30 days after a Disputing Party notifies another Disputing Party of a Dispute in writing), shall be finally resolved by arbitration in accordance with the CPR Rules for Non-Administered Arbitration, Revised and Effective June 15, 2005 (the “Rules”). A tribunal of three arbitrators will preside over any Dispute(s) (the “Tribunal”). Each Disputing Party shall appoint one arbitrator to the Tribunal or, if there are more than two Disputing Parties and the Company is one of the Disputing Parties, then the Company shall appoint one arbitrator and the other Disputing Parties shall jointly appoint one arbitrator. Within 30 days of the appointment of the second arbitrator, the two arbitrators appointed by the Disputing Parties shall appoint a third arbitrator, who shall chair the Tribunal (the “Chairperson”). In the event the arbitrators appointed by the Disputing Parties are unable to agree on the Chairperson, the Chairperson will be selected as provided in Rule 6 of the Rules. Under no circumstances shall the Chairperson be either an American or Russian citizen. The place of arbitration shall be New York, New York and the language of the arbitration shall be English. Upon the request of any Disputing Party, there shall be simultaneous translation of all communications with the Tribunal into English or Russian, as the case may be. The arbitration shall be governed

22

by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon or other enforcement of the award rendered by the Tribunal may be entered by the U.S. District Court for the Southern District of New York.

          (b) Unless otherwise agreed by the Disputing Parties, the Tribunal’s decision and award shall be made and delivered within 30 days of the conclusion of the arbitration. The parties acknowledge that the Tribunal shall have the authority, with respect to any Dispute, to provide any and all relief, whether legal, equitable, or otherwise, and award any damages or remedy that a federal court in New York could provide or award with respect to such Dispute. The Tribunal shall have no jurisdiction, power, or authority to decide or award punitive or exemplary damages. It is the expressed intention of the parties hereto to mutually waive the right to seek or recover such damages from the other.

          (c) The parties covenant and agree that they will share equally the costs of an arbitration pursuant to this Section 8.11, except as otherwise provided herein. The Tribunal may in its discretion assess costs and expenses (including the reasonable legal fees and expenses of the prevailing party) against any Disputing Party to a proceeding. Any Disputing Party unsuccessfully refusing to comply with an award of the Tribunal shall be liable for costs and expenses, including reasonable attorneys’ fees, incurred by any other Disputing Party in enforcing the award.

          (d) Each party irrevocably waives any objection to proceeding before the Tribunal in New York, to the extent provided in this Section 8.11, based upon lack of personal jurisdiction or to the laying of venue and further irrevocably and unconditionally waives and agrees not to make a claim that arbitration in accordance with these provisions has been brought in an inconvenient forum. Each of the parties hereto hereby consents to service of notice for any arbitration pursuant to this Section 8.11 as provided for in Rule 2 of the Rules.

          (e) Notwithstanding the foregoing, the parties hereby consent to the sole and exclusive jurisdiction of the U.S. District Court for the Southern District of New York for any action, suit or proceeding to compel arbitration pursuant to this Section 8.11, seek a preliminary injunction or other provisional judicial relief in aid of arbitration with respect to any Dispute, or obtain judgment upon or other enforcement of any award or decision rendered by the Tribunal pursuant to this Section 8.11, and the parties agree that the foregoing provisions requiring non-binding mediation and arbitration of Disputes shall not apply to any such action, suit, or proceeding. The parties further hereby irrevocably and unconditionally waive any objection to the laying of venue of any such action, suit, or proceeding in the United States District Court for the Southern District of New York and hereby further irrevocably and unconditionally waive and agree not to plead or claim in such court that any such action, suit, or proceeding brought in such court has been brought in an inconvenient forum. Each of the parties further agrees that service of any process, summons, notice, or document by U.S. registered mail (with respect to any address in the United States) or by a recognized international express courier service, including, without limitation, International Federal Express (with respect to any address outside of the United States) to such party’s then current address for notice

23

pursuant to Section 8.4 shall be effective service of process for any action, suit, or proceeding brought against it in such court. Each of the parties hereto agrees that its or his submission to jurisdiction and its or his consent to service of process in the manner described above is made for the express benefit of the other parties hereto.

          (f) The procedures specified in this Section 8.11 shall be the sole and exclusive procedures for the resolution of Disputes.

[SIGNATURE PAGE FOLLOWS]

24

     IN WITNESS WHEREOF, the parties hereto have caused this Restricted Party Rights Agreement to be duly executed as of the date first set forth above.

THE COMPANY:
PLUG POWER INC.
By:	/s/ Roger B. Saillant
	Name: Roger B. Saillant
	Title: Chief Executive Office
RESTRICTED PARTIES:
SMART HYDROGEN INC.
By:	/s/ Sergey Polikarpou
	Name: Sergey Polikarpou
	Title:Director
CLAYBURN DEVELOPMENT INC.
By:	/s/ Sergey Gorskiy
	Name: Sergey Gorskiy
	Title: Attorney-in-Fact
BRANTON LIMITED
By:	/s/ Maria Lambrianidou
	Name: Maria Lambrianidou
	Title: Director
ZAO INTERROS HOLDING COMPANY
By:	/s/ Sergey L. Batekhin
	Name: Sergey L. Batekhin
	Title: Attorney-in-Fact

EXHIBIT A

Form of Joinder Agreement

     The undersigned (the “Transferee”) hereby agrees, effective as of the date hereof and upon the countersignature of Plug Power Inc. (the “Company”), to become a party to, and be bound by all the terms and conditions (including, without limitation, the dispute resolutions provisions contained in Section 8.11) of, that certain Investor Rights Agreement (the “Agreement”) dated as of June 29, 2006, by and among Company and the parties named therein as a Restricted Party and for all purposes of the Agreement, the undersigned shall be included within the term “Restricted Party” (as defined in the Agreement). The undersigned further confirms that the representations and warranties contained in Section II of the Agreement are true and correct as to the undersigned as of the date hereof. The address and facsimile number to which notices may be sent to the undersigned is as follows:

Print full name of Transferee

By:

Print name of signatory

Print title (if applicable)

Date

Address For Notice:

Facsimile No.:

     Accepted and agreed by the Company as of the date written above. The Company hereby makes the representations and warranties set forth in Section 2.2 of the Agreement to the Transferee as of the date hereof.

PLUG POWER INC.

By:

Name:

Title:

EX-99.H

EXHIBIT H

Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 29, 2006 by and between Plug Power Inc., a Delaware corporation (the “Company”), and Smart Hydrogen Inc., a BVI Business Company incorporated under the laws of the British Virgin Islands (“Initial Holder”), each of which is sometimes referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

     WHEREAS, pursuant to that certain Stock Purchase Agreement dated as of April 10, 2006, by and between the Company and Initial Holder (the “Stock Purchase Agreement”), Initial Holder shall acquire shares (the “Shares”) of the Company’s Class B Capital Stock, a series of preferred stock, $0.01 par value per share (“Class B Capital Stock”); and

     WHEREAS, in connection with Initial Holder’s investment pursuant to the Stock Purchase Agreement, the Company agreed to provide certain rights to Initial Holder to cause the resale of the shares of Common Stock of the Company, $.01 par value per share (the “Common Stock”), issuable upon conversion of the Shares to be registered pursuant to the Securities Act (as defined below); and

     WHEREAS, the Parties desire to set forth their rights and obligations relating to the registration of the resale of the Registrable Securities (as defined below) pursuant to the Securities Act;

AGREEMENT

     NOW, THEREFORE, in consideration of the purchase of the Shares by Initial Holder pursuant to the Stock Purchase Agreement, and for other good consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

     1. Definitions. As used in this Agreement the following capitalized terms shall have the following meanings. Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Stock Purchase Agreement:

     “Affiliate” shall have the meaning set forth in the Stock Purchase Agreement.

     “Agreement” shall have the meaning set forth in the recitals to this Agreement.

     “Business Day” shall have the meaning set forth in the Stock Purchase Agreement.

     “Chairperson” shall have the meaning set forth in Section 23.1 hereof.

     “Charter” shall mean the Company’s Amended and Restated Certificate of Incorporation in effect as of the date hereof, including the Certificate of Designations creating the Class B Capital Stock, as amended from time to time.

     “Class B Capital Stock” shall have the meaning set forth in the recitals of this Agreement.

     “Class B Period” shall have the meaning set forth in the Charter.

     “Common Stock” shall have the meaning set forth in the recitals of this Agreement.

     “Company” shall have the meaning set forth in the recitals of this Agreement.

     “Company Offering” shall have the meaning set forth in Section 4.4 hereof.

     “Dispute” shall have the meaning set forth in Section 23.1 hereof.

     “Disputing Party” shall have the meaning set forth in Section 23.1 hereof.

     “Effectiveness Period” shall mean the period of time commencing on the Resale Shelf Date and ending on the Termination Date.

     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     “Fair Market Value” shall mean the average of the per share closing price, or the closing sales bid if no sales were reported, of the Common Stock as quoted by the NASDAQ National Market for the ten (10) consecutive trading days immediately preceding the date of calculation or if there are no sales or bids for such date, then the average of the ten (10) preceding consecutive trading days for such sales or bids as reported in The Wall Street Journal or similar publication.

     “Holder” shall mean Initial Holder and any subsequent transferee of Registrable Securities as permitted by Section 10, at such times as such Persons shall own Registrable Securities.

     “Indemnitee” shall have the meaning set forth in Section 9 hereof.

     “Initial Holder” shall have the meaning assigned to such term in the first paragraph of this Agreement.

     “Initiating Holders” shall have the meaning set forth in Section 3.1 hereof.

     “Investor Rights Agreement” shall mean that certain Investor Rights Agreement, dated as of the date hereof, by and among the Company, the Initial Holder and certain Affiliates of the Initial Holder named therein.

     “NASD” shall mean the National Association of Securities Dealers, Inc.

     “NASDAQ” shall mean the National Association of Securities Dealers Automated Quotations.

     “Non-Initiating Holders” shall have the meaning set forth in Section 3.1 hereof.

2

     “Offering Blackout Period” shall have the meaning set forth in Section 4.4 hereof.

     “Person” shall have the meaning set forth in the Stock Purchase Agreement.

     “Prior Registrable Securities” shall have the meaning set forth in Section 3.7 hereof.

     “Prospectus” shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and by all other amendments and supplements to such prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein and excluding all “free writing prospectuses” as defined in Rule 405 of the Securities Act.

     “Registrable Securities” shall mean all shares of Common Stock issued or issuable upon conversion of the Shares and any shares of Common Stock or other securities issued or issuable in respect of Registrable Securities by way of spin-off, dividend, distribution, stock split or in connection with a combination of shares, reclassification, merger, consolidation or reorganization; provided, however, that Registrable Securities shall not include (i) any securities for which a Registration Statement relating to the sale thereof has become effective under the Securities Act and which have been disposed of under such Registration Statement, (ii) any securities sold pursuant to Rule 144, or (iii) any securities held by a person whose registration rights pursuant to this Agreement have terminated pursuant to Section 7.

     “Registration Expenses” shall mean any and all expenses incident to the performance of or compliance with this Agreement, including without limitation: (a) all registration, federal and state filing, and qualification fees and expenses; (b) all fees and expenses associated with a required listing of the Registrable Securities on any securities exchange; (c) fees and expenses with respect to filings required to be made with the NASDAQ or the NASD; (d) fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel for the underwriters or holders of securities in connection with blue sky qualifications of the securities and determination of their eligibility for investment under the laws of such jurisdictions); (e) printing expenses, messenger, telephone and delivery expenses; (f) fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters, or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters, if such comfort letter or comfort letters is required by the managing underwriter); and (g) the fees and expenses of any Person, including special experts, retained by the Company; provided, however, that Registration Expenses shall not include any underwriting fees, discounts, or commissions attributable to the sale of such Registrable Securities, or any legal fees and expenses of counsel to any Holder and any underwriter engaged in connection with an Underwritten Demand Statement.

     “Registration Statement” shall mean any registration statement of the Company which covers the resale of any of the Registrable Securities under the Securities Act on an appropriate form, and all amendments and supplements to such registration statement, including post-

3

effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all materials incorporated by reference.

     “Resale Shelf Date” shall have the meaning set forth in Section 2.1 hereof.

     “Resale Shelf Registration Statement” shall have the meaning set forth in Section 2.1 hereof.

     “Rule 144” means Rule 144 under the Securities Act (or any successor provision).

     “Rules” shall have the meaning set forth in Section 23.1 hereof.

     “SEC” shall mean the United States Securities and Exchange Commission.

     “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

     “Selling Holder” shall mean, with respect to a specified Registration Statement pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

     “Shares” shall have the meaning set forth in the recitals of this Agreement.

     “Suspension Event” shall have the meaning set forth in Section 4.3 hereof.

     “Suspension Event Certificate” shall have the meaning set forth in Section 4.3 hereof.

     “Termination Date” shall mean the earlier of (a) the date on which the registration rights of all Persons pursuant to this Agreement have terminated pursuant to Section 7 or (b) the date the Company is acquired in a transaction approved by the Company’s Board of Directors (including, without limitation, through a merger, consolidation, stock purchase, or sale of all or substantially all of the Company’s assets).

     “Tribunal” shall have the meaning set forth in Section 23.1 hereof.

     “Underwritten Demand Notice” shall have the meaning set forth in Section 3.1 hereof.

     “Underwritten Demand Shares” shall have the meaning set forth in Section 3.1 hereof.

     “Underwritten Demand Statement” shall have the meaning set forth in Section 3.1 hereof.

     “WKSI” shall mean a well-known seasoned issuer as defined under Rule 405 of the Securities Act.

     2. Resale Shelf Registration Rights.

          2.1 Registration Statement Covering Resale of Registrable Securities. Prior to date that is eighteen (18) months after the Closing Date (the “Resale Shelf Date”), the Company shall file with the SEC a shelf registration statement on Form S-3

4

pursuant to Rule 415 under the Securities Act covering all of the Registrable Securities registering the resale on a delayed or continuous basis of all such Registrable Securities by the Holders (a “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement shall be filed on Form S-3, and if the Company is eligible as a WKSI, the Resale Shelf Registration Statement shall utilize the automatic shelf registration process under Rule 415 and Rule 462 under the Securities Act. If the Company is not a WKSI or is otherwise ineligible to utilize the automatic shelf registration process, then the Company shall use its commercially reasonable efforts to have the Resale Shelf Registration Statement declared effective under the Securities Act prior to the Resale Shelf Date and as expeditiously as reasonably practicable following the filing of the Resale Shelf Registration Statement. The Company agrees to use its commercially reasonable efforts to maintain the effectiveness of the Resale Shelf Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements during the Effectiveness Period; provided that the effectiveness of the Resale Shelf Registration Statement need not be maintained for the purposes of registering the resale of securities that no longer constitute Registrable Securities or at any time when the Company is not eligible to file a registration statement on Form S-3 (or any similar or successor form) for the purpose of registering the resale of the Registrable Securities. If, during the Effectiveness Period, the Company becomes eligible to file a registration statement on Form S-3 (or any similar or successor form) for the purpose of registering the resale of the Registrable Securities at any time when a Resale Shelf Registration Statement is not effective, the Company, shall promptly file a Resale Shelf Registration Statement and use commercially reasonable efforts to have such Resale Registration Statement become effective in accordance with the procedures described above.

          2.2 Notification and Distribution of Materials. The Company shall notify the Holders in writing of the effectiveness of the Resale Shelf Registration Statement and shall furnish to the Holders, without charge, such number of copies of the Resale Shelf Registration Statement (including any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or such other documents as the Holders may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described in the Resale Shelf Registration Statement.

          2.3 Amendments and Supplements. Subject to the provisions of Section 2.1 above, the Company shall promptly prepare and file with the SEC from time to time such amendments and supplements to the Resale Shelf Registration Statement and Prospectus used in connection therewith as may be necessary to keep the Resale Shelf Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities during the Effectiveness Period.

          2.4 Notice of Certain Events. The Company shall promptly notify the Holders in writing of any request by the SEC for any amendment or supplement to, or additional information in connection with, the Resale Shelf Registration Statement

5

required to be prepared and filed hereunder (or Prospectus relating thereto). The Company shall promptly notify each Holder in writing of the filing of the Resale Shelf Registration Statement or any Prospectus, amendment or supplement related thereto or any post-effective amendment to the Resale Shelf Registration Statement and the effectiveness of any post-effective amendment.

     3. Underwritten Offering Rights.

          3.1 Subject to the conditions set forth in this Agreement, the Company shall, at the written request of any Holder or Holders (the “Initiating Holders”) to sell in an underwritten offering at any time during the Effectiveness Period that number of Registrable Securities with an aggregate Fair Market Value of not less than $5,000,000 as of the date of such request (or any lesser aggregate amount if such request is with respect to all to the Registrable Securities of such Initiating Holder(s) under this Agreement) (an “Underwritten Demand Notice”), cause to be prepared and filed as soon as reasonably practicable after the date of such Underwritten Demand Notice (and in any event within 45 days of such Underwritten Demand Notice, provided that, in the event that there are any Non-Initiating Holders, such filing shall not occur prior to the date that is 10 days after the date on which the Company provides notice to the Non-Initiating Holders of the receipt of the Underwritten Demand Notice) either:

     (a) in the event that the Resale Shelf Registration Statement has not been declared effective, is not currently effective, or ceases to be usable and the Company is not eligible to file a registration statement on Form S-3 (or any similar or successor form) for the purpose of registering the resale of the Registrable Securities, a registration statement; or

     (b) a (1) supplement to the Prospectus contained in the Resale Shelf Registration Statement, (2) post-effective amendment to the Resale Shelf Registration Statement, or (3) Form 8-K incorporated by reference into the Resale Shelf Registration Statement in accordance with the rules under the Securities Act (or such other rule as is applicable to the proposed sale);

(each document referred to in clauses (a) and (b) is referred to as an “Underwritten Demand Statement”), in each case covering all the Registrable Securities requested to be included in such underwritten offering by the Initiating Holders, plus the Registrable Securities requested to be included in such underwritten offering by the Holders, if any, other than the Initiating Holders (the “Non-Initiating Holders”) in a notice received by the Company within 10 days of the date on which the Company provides notice to the Non-Initiating Holders of the receipt of the Underwritten Demand Notice, less any such Registrable Securities subsequently withdrawn from such underwritten offering by a Holder or as a result of reductions in accordance with Section 3.7 below (such total number of Registrable Securities being referred to herein as the “Underwritten Demand Shares”); provided, however, that the Company shall not be required to effect an Underwritten Demand Statement pursuant to a request under this Section 3.1 more than 5 times for the Holders of Registrable Securities collectively; and provided, further, that no Holder shall be entitled to demand an Underwritten Demand Statement during a

6

Suspension Event or Offering Blackout Period. An Underwritten Demand Statement shall be deemed to have been effected, for the purposes of the number of requests that may be made by the Holders, upon the earlier of (x) the date as of which all of the Underwritten Demand Shares shall have been disposed of pursuant to the Underwritten Demand Statement and (y) the 90^th day following the later of (A) the filing of a preliminary prospectus with the SEC covering all of the Underwritten Demand Shares for sale in accordance with the method of disposition specified by the Initiating Holders or (B) the effectiveness of the registration statement registering the sale of all of the Underwritten Demand Shares for sale in accordance with the method of disposition specified by the Initiating Holders unless, with respect to this clause (y), during such 90-day period there was a Suspension Event or the Company delivered a notice pursuant to Section 4.2 prior to the sale of 75% of the Underwritten Demand Shares covered or registered thereby and the Holders of a majority of the Underwritten Demand Shares, within 2 Business Days after the occurrence of a Suspension Event or the delivery of a notice from the Company pursuant to Section 4.2, determine to terminate the offering and provide written notice thereof to the Company. Additionally, an Underwritten Demand Statement shall be deemed to be have been effected, in the event that, upon the request of the Initiating Holders, the Company files a registration statement to register the sale of all of the Underwritten Demand Shares for sale in accordance with the method of disposition specified by the Initiating Holders, but such registration statement does not become effective thereafter solely by reason of the refusal of the Holders to proceed with an underwritten offering thereunder unless such refusal occurs, and notice of such refusal is provided to the Company, within 2 Business Days after the occurrence of a Suspension Event or the delivery of a notice from the Company pursuant to Section 4.2. Within 5 days following its receipt of an Underwritten Demand Notice, the Company will provide notice to the Non-Initiating Holders of the receipt of the Underwritten Demand Notice. For purposes of clarity, the Parties acknowledge and agree that an Underwritten Demand Notice may be issued by the Initiating Holders prior to the Effectiveness Period.

          3.2 The Company shall use its commercially reasonable efforts to have the Underwritten Demand Statement declared effective under the Securities Act, if required, as expeditiously as reasonably practicable following the filing of such Underwritten Demand Statement. Any Underwritten Demand Statement filed under this Section 3 shall reflect such plan or method of distribution of the applicable securities as shall be designated by the managing underwriter.

          3.3 The Company shall have the right to postpone the filing or the effectiveness of each Underwritten Demand Statement pursuant to this Section 3 as provided in Section 4.

          3.4 Notwithstanding anything to the contrary contained herein, no request may be made under this Section 3 within six (6) months after the completion of an underwritten offering pursuant to any Underwritten Demand Notice.

          3.5 The Holders of a majority of the Underwritten Demand Shares shall be entitled to select nationally recognized investment banks to act as the underwriters for such offering; provided that such selection shall be subject to the consent

7

of the Company (which consent shall not be unreasonably withheld, delayed or conditioned).

          3.6 The Company shall make available members of the management of the Company for reasonable assistance in selling efforts related to such offering (including, without limitation, senior management attendance at due diligence meetings with underwriters and their counsel and road shows) and shall enter into underwriting agreements containing usual and customary terms and conditions for such types of offerings and take all such other actions in connection therewith customarily undertaken by issuers in order to expedite or facilitate the disposition of such Registrable Securities, including without limitation: (i) making such representations and warranties to the underwriters with respect to the business of the Company, the registration statement pursuant to which the sale of the Underwritten Demand Shares is to be registered, the Prospectus and any documents, if any, incorporated or deemed to be incorporated by reference therein, as may reasonably be required by the underwriters; (ii) obtaining opinions of counsel to the Company and updates thereof, addressed to Holders and each of the underwriters; (iii) obtaining “cold comfort” letters and updates thereof from the independent certified public accountants of the Company addressed to Holders and each of the underwriters; (iv) ensuring that, if an underwriting agreement is entered into, such agreement shall contain indemnification provisions and procedures that are usual and customary for an offering of such size; (v) filing with the SEC a final Prospectus with respect to the offering that satisfies the requirements of Section 10(a) of the Securities Act as soon as practicable following the pricing of the offering and, in any event, prior to the first scheduled date for delivery by the Holders to the underwriters or purchasers of Registrable Securities in the offering; and (vi) delivering such documents and certificates as may be reasonably requested by the underwriters and their respective counsel to evidence the continued validity of the representations and warranties made pursuant to clause (i) of this Section 3.6.

          3.7 In connection with an Underwritten Demand Statement, if the managing underwriter of such offering reasonably determines in writing that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, however, that securities shall be excluded in the following sequence: (i) first, shares of Common Stock held by any stockholders not having rights to include such shares in the underwritten public offering; (ii) second, shares of Common Stock held by stockholders having contractual, incidental “piggy back” rights to include such shares in the underwritten public offering other than Registrable Securities or shares of Common Stock held by stockholders having contractual, incidental “piggy back” rights to include such shares in the underwritten public offering pursuant to that certain Registration Rights Agreement, dated as of November 3, 1999, by and among the Company and certain of its stockholders (the “Prior Registrable Securities”); (iii) third, shares of Common Stock sought to be registered by the Company for its own account; and (iv) fourth, Registrable Securities and Prior Registrable Securities. If there is a reduction of some but not all of the number of shares pursuant to clauses (i) through (iv), such reduction shall be made on

8

a pro rata basis (based upon the aggregate number of securities held by the holders in the applicable category and subject to the priorities set forth in the preceding sentence).

          3.8 The Company shall promptly notify the Holders in writing of the effectiveness, if required, of any Underwritten Demand Statement and shall furnish to the Holders, without charge, such number of copies of the Registration Statement (including any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in the Registration Statement or such other documents as the Holders may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described in the Underwritten Demand Statement.

          3.9 The Company shall promptly notify in writing each Holder of Registrable Securities covered by such registration statement of any comments made to the Company or its counsel by the SEC with respect thereto or any request made to the Company or its counsel by the SEC for amendments or supplements to such registration statement or prospectus or for additional information (and furnish counsel for the selling Holder(s) copies of such comment letters and requests).

     4. Suspension of Registration Requirement; Market Standstill.

          4.1 The Company shall promptly notify each Holder in writing of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement with respect to such Holder’s Registrable Securities or the initiation of any proceedings for that purpose. The Company shall use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such a Registration Statement as promptly as reasonably possible and promptly notify in writing each Holder of Registrable Securities covered by such registration statement of the withdrawal of any such order.

          4.2 At any time when a Prospectus relating to a Registration Statement is required to be delivered under the Securities Act to a transferee, the Company shall immediately notify each Selling Holder (A) of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (B) in such event, to suspend sales of Registrable Securities, and each Selling Holder will refrain from selling any Registrable Securities pursuant to such Registration Statement until the Selling Holders are advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In such event, unless such event constitutes a Suspension Event (as defined below), the Company shall promptly, and in any event within 15 Business Days, prepare and file a supplement to or an amendment of such Prospectus as may be necessary so that, as supplemented or amended, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the

9

circumstances under which they are made, not misleading. The Company shall, if necessary, promptly, and in any event within 15 Business Days, amend the Registration Statement of which such Prospectus is a part to reflect such amendment or supplement. The Company shall promptly notify the Selling Holders in writing when the current Prospectus may be used.

          4.3 Subject to the terms of Section 5 below, the Company’s obligation under this Agreement to file, amend or supplement a Registration Statement, or to cause a Registration Statement, or any filings with any state securities commission, to become effective shall be deferred, for one or more reasonable periods, each of which may not to exceed 90 days, if the Board of Directors of the Company determines in good faith that such deferral is in the best interest of the Company and its stockholders in order to avoid the disclosure of information not otherwise then required by law (in the absence of a registration or sales thereunder) to be publicly disclosed (such circumstances being hereinafter referred to as a “Suspension Event”). The Company shall notify the Holders of the existence of any Suspension Event by promptly delivering to each Holder a certificate signed by an executive officer of the Company (“Suspension Event Certificate”) stating that a Suspension Event has occurred and is continuing and setting forth the duration of such Suspension Event, (not to exceed 90 days from delivery of the Suspension Event Certificate), or if such duration is not known, the anticipated duration of such Suspension Event (not to exceed 90 days from the delivery of the Suspension Event Certificate). If the Suspension Event Certificate does not set forth a definitive duration of the Suspension event, then upon the earlier of (i) 90 days following delivery of the Suspension Event Certificate or (ii) the conclusion of the Suspension Event, the Company shall notify the Holders in writing of the termination of the Suspension Event.

          4.4 Subject to the terms of Section 5 below, each Holder of Registrable Securities agrees, if requested by the managing underwriter or underwriters in a Company-initiated underwritten offering (each, a “Company Offering”), not to effect any public sale or distribution of any of the Registrable Securities or request an Underwritten Demand Statement during an Offering Blackout Period, provided that the Company is actively employing in good faith commercially reasonable efforts to cause the registration statement associated with such Offering Blackout Period to be effective, if it has not already become effective. The Company shall use commercially reasonable efforts to give written notice to each Holder of any Offering Blackout Period at least 15 days prior to the commencement of the Offering Blackout Period; provided, however, that if the Company is unable to provide 15 days advance notice of the commencement of the Offering Blackout Period, the Company shall provide as much notice as reasonably possible, and provided further that the failure to timely provide such notice shall not in any way prohibit the commencement of an Offering Blackout Period. The “Offering Blackout Period” shall commence on a date set by the Company, which shall be no earlier than the 15^th day preceding the anticipated date of pricing of such Company Offering, and shall end on the 150th day, or such sooner date as is requested by the managing underwriter or underwriters in such Company Offering, after the closing date of such Company Offering.

10

     5. Limitations on Suspension/Blackout Periods. Notwithstanding anything herein to the contrary, the Company covenants and agrees that (a) the Company’s rights to defer certain of its obligations pursuant to Section 4.3 during the pendency of any Suspension Event, and (b) the Holders’ obligation to suspend public sales of Registrable Securities pursuant to Section 4.4 during one or more Offering Blackout Periods, shall not, in the aggregate, cause the Holders to be required to suspend sales of Registrable Securities or relieve the Company of its obligation to file a Registration Statement for longer than 180 days during any 12-month period.

     6. Piggyback Registration Rights. If the Company proposes to register in an underwritten offering any of its shares of Common Stock under the Securities Act for sale to the public (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a registration statement on Form S-4, S-8 or another form not available for registering the Registrable Securities for sale to the public, or in connection with an Underwritten Demand Statement), each such time it will give written notice to each Holder. Upon the written request of any of such Holders, given within 10 Business Days after receipt by such Person of such notice, the Company shall, subject to the limits contained in this Section 6, use its commercially reasonable efforts to cause all Registrable Securities requested by such Holders to be registered under the Securities Act and qualified for sale under any state securities or “blue sky” law, to the extent required to permit the sale of their Registrable Securities in such underwritten public offering; provided, however, that if the managing underwriter or underwriters of such offering reasonably determine in writing that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter or underwriters; provided, however, that securities shall be excluded in the following sequence: (i) first, shares of Common Stock held by any stockholders not having rights to include such shares in the underwritten public offering; (ii) second, shares of Common Stock held by stockholders having contractual, incidental “piggy back” rights to include such shares in the underwritten public offering other than Registrable Securities and Prior Registrable Securities; (iii) third, Registrable Securities and Prior Registrable Securities; and (iv) fourth, shares of Common Stock sought to be registered by the Company for its own account. If there is a reduction of some but not all of the number of shares pursuant to clauses (i) through (iv), such reduction shall be made on a pro rata basis (based upon the aggregate number of securities held by the holders in the applicable category and subject to the priorities set forth in the preceding sentence). Additionally, the Company shall not be required to register any Registrable Securities pursuant to this Section 6 unless the Holders of such Registrable Securities accept the terms of the underwriting agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters). All Holders proposing to distribute their securities through such underwriting shall (together with the Company and any other stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriters.

     7. Termination of Registration Rights. The rights granted pursuant to Sections 2, 3 and 6 shall terminate, as to any Holder, at such time at which all Registrable

11

Securities held by such Holder can be sold in any three-month period without registration in compliance with Rule 144; provided, however, that it shall be assumed that no Holder will be eligible to sell any Registrable Securities pursuant to Rule 144(k) during the Class B Period.

     8. State Securities Laws and Sale Procedures.

          8.1 The Company shall use its commercially reasonable efforts to file documents required of the Company for normal blue sky clearance in states specified in writing by the Holders; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented.

          8.2 Each Holder agrees that it will not effect any disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act or as contemplated in a Registration Statement.

          8.3 In the event of a sale of Registrable Securities by the Holder, unless such requirement is waived by the Company in writing, the Holder must also deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit A, so that the Registrable Securities may be properly transferred.

     9. Indemnification by the Company. The Company agrees to indemnify and hold harmless the Holders and, if a Holder is a person other than an individual, such Holder’s officers, directors, employees, agents, representatives and Affiliates, and each Person, if any, that controls a Holder within the meaning of the Securities Act, and each other Person, if any, subject to liability because of his, her or its connection with a Holder (each, an “Indemnitee”), against any and all losses, claims, damages, actions, liabilities, costs, and expenses (including without limitation reasonable fees, expenses and disbursements of attorneys and other professionals), joint or several, arising out of or based upon (i) any violation (or alleged violation) by the Company of the Securities Act, the Exchange Act or state securities laws and relating to action or inaction required of the Company under the terms of this Agreement or in connection with any Registration Statement or Prospectus; (ii) any untrue (or alleged untrue) statement of material fact contained in any Registration Statement or any Prospectus; or (iii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company shall not be liable to such Indemnitee or any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (a) an untrue statement (or alleged untrue statement) or omission (or alleged omission) made in such Registration Statement or in any such Prospectus in reliance upon and in conformity with information regarding such Indemnitee or its plan of

12

distribution or ownership interests which was furnished in writing to the Company for use in connection with such Registration Statement or the Prospectus contained therein by such Indemnitee, (b) any Holder’s failure to send or give a copy of the final, amended or supplemented prospectus furnished to the Holders by the Company at or prior to the time such action is required by the Securities Act to the person claiming an untrue statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected in such final, amended or supplemented Prospectus, or (c) an untrue statement or alleged untrue statement contained in any offer made by a Holder relating to the Registrable Securities that constitutes a “free writing prospectus” as defined in Rule 405 of the Securities Act.

     10. Covenants of the Holder. Each of the Holders hereby agrees (i) to cooperate with the Company and to furnish to the Company the information concerning such Holder, its plan of distribution and its ownership interests in securities of the Company in connection with the preparation of a Registration Statement or Prospectus with respect to such Holder’s Registrable Securities and any filings with any state securities commissions as the Company may reasonably request (and to promptly notify the Company of any material changes in such information set forth in a Registration Statement prior to and during the effectiveness of such Registration Statement), (ii) if the Company complies with its obligations to timely file a final Prospectus pursuant to Section 3.6 of this Agreement relating to a sale of Registrable Securities of such Holder, to deliver or cause delivery of such final Prospectus to any purchaser of such Registrable Securities from such Holder if the Holder is required by the Securities Act or the rules and regulations thereunder to deliver the Prospectus in connection with the sale of such Registrable Securities to such purchaser; provided, however, that no delivery of the Prospectus shall be required of any Holder pursuant to this subsection (ii) if such Prospectus is deemed delivered pursuant to Rule 172 under the Securities Act, (iii) that it will not make any offer relating to the Registrable Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, and (iv) to indemnify the Company, its officers, directors, employees, agents, representatives and Affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person or entity, if any, subject to liability because of his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (A) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding such Holder, his, her or its plan of distribution or his, her or its ownership interests, which was furnished to the Company in writing by such Holder for use therein, (B) if the Company complies with its obligations to timely file a final Prospectus pursuant to Section 3.6 of this Agreement relating to a sale of Registrable Securities of such Holder, the failure by such Holder to deliver or cause delivery of such final Prospectus to any purchaser of such Registrable Securities from such Holder if the Holder is required by the Securities Act or the rules and regulations thereunder to deliver the Prospectus in connection with the sale of such

13

Registrable Securities to such purchaser; provided that, for purposes of this subsection (B), such failure shall not include in any event any deemed delivery of such Prospectus pursuant to Rule 172 under the Securities Act or (C) an untrue statement or alleged untrue statement contained in any offer made by such Holder relating to the Registrable Securities that constitutes a “free writing prospectus” as defined in Rule 405 of the Securities Act.

     11. Indemnification Procedures. Any Person entitled to indemnification under this Agreement shall notify promptly the indemnifying party in writing of the commencement of any action or proceeding of which such Person has actual knowledge and with respect to which a claim for indemnification may be made hereunder, but the failure of any indemnified party to provide such notice shall not relieve the indemnifying party of its obligations hereunder, except to the extent the indemnifying party is materially prejudiced thereby and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than hereunder. In case any action or proceeding is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, unless in the reasonable opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof (alone or jointly with any other indemnifying party similarly notified), to the extent that it chooses, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party that it so chooses (provided that in connection with such assumption the indemnifying parties provide the indemnified parties a full release of any costs or other expenses in connection therewith), the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof; provided, however, that (a) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 15 Business Days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; or (b) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party shall have reasonably concluded, based on the advice of counsel, that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (c) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor, in which case the indemnifying party shall pay or reimburse such legal or other expenses as they are incurred. No indemnifying party shall, without the written consent of the indemnified party (which shall not be unreasonably withheld), effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or (to the knowledge of the indemnifying party) threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability

14

arising out of such action or claim, (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party and (iii) does not and is not likely to materially adversely affect the indemnified party.

     12. Contribution.

          12.1 If the indemnification provided for in Section 9 and Section 10 is unavailable to an indemnified party with respect to any losses, claims, damages, actions, liabilities, costs or expenses referred to therein or is insufficient to hold the indemnified party harmless as contemplated therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, actions, liabilities, costs or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, actions, liabilities, costs or expenses as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, shall be determined by reference to, among other factors, whether the untrue or alleged untrue statement of a material fact or omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, however, that in no event shall the obligation of any indemnifying party to contribute under this Section 12 exceed the amount that such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided for under Section 9 or Section 10 hereof had been available under the circumstances.

          12.2 The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 12 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph.

          12.3 Notwithstanding the provisions of this Section 12, no Holder shall be required to contribute any amount in excess of the amount by which the gross proceeds from the sale of Registrable Securities exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission. No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation.

     13. Expenses. The Company shall bear all Registration Expenses incurred in connection with the registration of the Registrable Securities in connection with the registration of the Registrable Securities pursuant to Section 2 hereof and the registration of Registrable Securities pursuant to the first three (3) Underwritten Demand Statements effected pursuant to Section 3.1. The Holders shall bear all Registration Expenses incurred in connection with the registration of the Registrable Securities pursuant to all

15

Underwritten Demand Statements effected pursuant to Section 3.1 other than the first three (3). The Holders shall also bear all underwriting fees, discounts or commissions attributable to the sale of securities by the Holders, or any legal fees and expenses of counsel to the Holders and any underwriter engaged in connection with an Underwritten Demand Statement and all other expenses incurred in connection with the performance by the Holders of their obligations under the terms of this Agreement.

     14. Transfer of Registration Rights. Subject to the restrictions in the Investor Rights Agreement on the right to transfer the Shares or the Registrable Securities, the rights of a Holder under this Agreement may be transferred by a Holder to a transferee who acquires Registrable Securities equal to at least 25% of the total number of Registrable Securities initially issuable upon conversion of all of the Shares initially issued to Initial Holder pursuant to the Stock Purchase Agreement (including all other securities issued or issuable in respect of such Registrable Securities by way of spin-off, dividend or stock split or in connection with a combination of shares, reclassification, merger, consolidation or reorganization), provided, however, that such transferee has executed and delivered to the Company a properly completed agreement to be bound by the terms of this Agreement substantially in the form attached hereto as Exhibit B (an “Addendum Agreement”), and the transferor shall have delivered to the Company, no later than 30 days following the date of the transfer, written notification of such transfer setting forth the name of the transferor, the name and address of the transferee, and the number of Registrable Securities so transferred. The execution of an Addendum Agreement shall constitute a permitted amendment of this Agreement.

     15. Additional Shares. Except as otherwise provided in this Agreement, the Company, at its option, may register, under any Registration Statement and any filings with any state securities commissions filed pursuant to this Agreement, any number of unissued, treasury or other shares of Common Stock of or owned by the Company and any of its subsidiaries or any shares of Common Stock or other securities of the Company owned by any other security holder or security holders of the Company.

     16. No Other Obligation to Register. Except as otherwise expressly provided in this Agreement, the Company shall have no obligation to the Holders to register the Registrable Securities under the Securities Act.

     17. Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use commercially reasonable efforts to:

          (a) make and keep adequate current public information available pursuant to paragraph (c) of Rule 144;

          (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act; and

16

          (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request, a statement, if true, to the effect that it has complied with the reporting requirements of paragraph (c) Rule 144 and meets the eligibility requirements for use of Form S-3 set forth in Instruction I.A. and Form S-3.

     18. Notices. All notices, requests, consents and other communications hereunder shall be in writing, in English, shall be delivered (A) if within the United States, by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile, or (B) if from outside the United States, by a recognized international express courier service or facsimile, and shall be deemed given (i) if delivered by first-class registered or certified mail domestic, upon the business day received, (ii) if delivered by nationally recognized overnight carrier, one (1) business day after timely delivery to such carrier, (iii) if delivered by a recognized international express courier service, two (2) Business Days after timely delivery to such carrier, (iv) if delivered by facsimile, upon electric confirmation of receipt and shall be addressed as follows, or to such other address or addresses as may have been furnished in writing by a party to another party pursuant to this Section 18:

if to the Company, to:
	Plug Power Inc.
	968 Albany Shaker Road,
	Latham, New York 12110
	Attention: General Counsel
	Facsimile: (518) 782-7884
	with a copy (which shall not constitute notice) to:
	Goodwin Procter LLP
	Exchange Place
	Boston, Massachusetts 02109
	Attention: Robert P. Whalen, Jr.
	Facsimile: (617) 532-1231
if to the Holder, to:
	Smart Hydrogen Inc.
	c/o Interros Holding Company
	9, Bolshaya Yakimanka Street
	119180 Moscow
	Russian Federation
	Attn: Marianna Zakharova
	Facsimile: 7-495-785-6362
	with a copy (which shall not constitute notice) to:
	Baker Botts L.L.P.

17

The Warner

1299 Pennsylvania Avenue, N.W.

Washington, DC 20004-2400

Attention: Gregory J. Golden

Facsimile: (202) 585-1025

          In the event of transfer of Registrable Securities, notices given pursuant to this Agreement to a subsequent Holder shall be delivered to the relevant address specified in the relevant agreement in the form of Exhibit B whereby such Holder became bound by the provisions of this Agreement.

     19. Amendments; Waiver. Except as permitted by Section 14, this Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Holders owning Registrable Securities possessing a majority in number of the Registrable Securities then outstanding. Any waiver of a provision of this Agreement must be in writing and executed by the Party against whom enforcement of such waiver is sought.

     20. Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.

     21. Entire Agreement; Severability. This Agreement, the Stock Purchase Agreement and the Investor Rights Agreement set forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersede all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereof. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

     22. Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of law.

     23. Dispute Resolution.

          23.1 The Parties shall endeavor to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (including, but not limited to, the negotiation, validity, performance breach or termination thereof) (each, a “Dispute”) by non-binding mediation under the CPR Mediation Procedure then currently in effect. The mediator will be selected upon mutual agreement of the parties engaged in the Dispute (the “Disputing Parties”). Any Dispute which remains unresolved 30 days after the appointment of a mediator (or if the Disputing Parties are unable to agree upon a mediator within 30 days after a Disputing Party notifies another Disputing Party of a Dispute in writing), shall be finally resolved by arbitration in accordance with the CPR

18

Rules for Non-Administered Arbitration, Revised and Effective June 15, 2005 (the “Rules”). A tribunal of three arbitrators will preside over any Dispute(s) (the “Tribunal”). Each Disputing Party shall appoint one arbitrator to the Tribunal or, if there are more than two Disputing Parties and the Company is one of the Disputing Parties, then the Company shall appoint one arbitrator and the other Disputing Parties shall jointly appoint one arbitrator. Within 30 days of the appointment of the second arbitrator, the two arbitrators appointed by the Disputing Parties shall appoint a third arbitrator, who shall chair the Tribunal (the “Chairperson”). In the event the arbitrators appointed by the Disputing Parties are unable to agree on the Chairperson, the Chairperson will be selected as provided in Rule 6 of the Rules. Under no circumstances shall the Chairperson be either an American or Russian citizen. The place of arbitration shall be New York, New York and the language of the arbitration shall be English. Upon the request of any Disputing Party, there shall be simultaneous translation of all communications with the Tribunal into English or Russian, as the case may be. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon or other enforcement of the award rendered by the arbitrator may be entered by the U.S. District Court for the Southern District of New York.

          23.2 Unless otherwise agreed by the Disputing Parties, the Tribunal’s decision and award shall be made and delivered within 30 days of the conclusion of the arbitration. The Parties acknowledge that the Tribunal shall have the authority, with respect to any Dispute, to provide any and all relief, whether legal, equitable, or otherwise, and award any damages or remedy that a federal court in New York could provide or award with respect to such Dispute. The Tribunal shall have no jurisdiction, power, or authority to decide or award punitive or exemplary damages. It is the expressed intention of the Parties to mutually waive the right to seek or recover such damages from the other.

          23.3 The Parties covenant and agree that they will share equally the costs of an arbitration pursuant to this Section 23, except as otherwise provided herein. The Tribunal may in its discretion assess costs and expenses (including the reasonable legal fees and expenses of the prevailing party) against any Disputing Party to a proceeding. Any Disputing Party unsuccessfully refusing to comply with an award of the Tribunal shall be liable for costs and expenses, including reasonable attorneys’ fees, incurred by any other Disputing Party in enforcing the award.

          23.4 Each Party irrevocably waives any objection to proceeding before the Tribunal in New York, to the extent provided in this Section 23, based upon lack of personal jurisdiction or to the laying of venue and further irrevocably and unconditionally waives and agrees not to make a claim that arbitration in accordance with these provisions has been brought in an inconvenient forum. Each of the Parties hereby consents to service of notice for any arbitration pursuant to this Section 23 as provided for in Rule 2 of the Rules.

          23.5 Notwithstanding the foregoing, the parties hereby consent to the sole and exclusive jurisdiction of the U.S. District Court for the Southern District of New York for any action, suit or proceeding to compel arbitration pursuant to this Section 23,

19

seek a preliminary injunction or other provisional judicial relief in aid of arbitration with respect to any Dispute, or obtain judgment upon or other enforcement of any award or decision rendered by the Tribunal pursuant to this Section 23, and the Parties agree that the foregoing provisions requiring non-binding mediation and arbitration of Disputes shall not apply to any such action, suit, or proceeding. The Parties further hereby irrevocably and unconditionally waive any objection to the laying of venue of any such action, suit or proceeding in the U.S. District Court for the Southern District of New York and hereby further irrevocably and unconditionally waive and agree not to plead or claim in such court that any such action, suit, or proceeding brought in such court has been brought in an inconvenient forum. Each of the Parties further agrees that service of any process, summons, notice, or document by U.S. registered mail (with respect to any address in the United States) or by a recognized international express courier service, including, without limitation, International Federal Express (with respect to any address outside of the United States) to such party’s then current address for notice pursuant to Section 18 shall be effective service of process for any action, suit, or proceeding brought against it in such court. Each of the Parties agrees that its or his submission to jurisdiction and its or his consent to service of process in the manner described above is made for the express benefit of the other Parties.

          23.6 The procedures specified in this Section 23 shall be the sole and exclusive procedures for the resolution of Disputes.

     24. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each Party hereto and delivered to the other Party.

     25. Drafting Conventions; No Construction Against the Drafter.

          25.1 The headings in this Agreement are provided for convenience and do not affect its meaning. The words “include”, “includes” and “including” are to be read as if they were followed by the phrase “without limitation”. Unless specified otherwise, any reference to an agreement means that agreement as amended or supplemented, subject to any restrictions on amendment contained in such agreement. Unless specified otherwise, any reference to a statute or regulation means that statute or regulation as amended or supplemented from time to time and any corresponding provisions of successor statutes or regulations. If any date specified in this Agreement as a date for taking action falls on a day that is not a Business Day, then that action may be taken on the next Business Day.

          25.2 The Parties have participated jointly with their respective counsel in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement is to be construed as if drafted jointly by the Parties and there is to be no presumption or burden of proof favoring or disfavoring any Party because of the authorship of any provision of this Agreement.

20

[Signature Page Follows]

21

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

PLUG POWER INC.
By:	/s/ Roger B. Saillant
	Name: Roger B. Saillant
	Title: Chief Executive Officer
SMART HYDROGEN INC.
By:	/s/ Sergey Polikarpov
	Name: Sergey Polikarpov
	Title: Director

[REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE]

Exhibit A

PLUG POWER INC.
CERTIFICATE OF SUBSEQUENT SALE

[Transfer Agent]

RE: Sale of Shares of Common Stock of Plug Power Inc. (the “Company”) pursuant to the Company’s Prospectus dated                     , 2006 (the “Prospectus”)

Dear Sir/Madam:

     The undersigned hereby certifies, in connection with the sale of shares of Common Stock of the Company included in the table of Selling Shareholders in the Prospectus, that the undersigned has sold the Shares pursuant to the Prospectus and in a manner described under the caption “Plan of Distribution” in the Prospectus and that such sale complies with all applicable securities laws, including, without limitation, the Prospectus delivery requirements of the Securities Act of 1933, as amended.

Selling Shareholder (the beneficial owner):

Record Holder (e.g., if held in name of nominee):

Restricted Stock Certificate No.(s):

Number of Shares Sold:

Date of Sale:

     In the event that you receive a stock certificate(s) representing more shares of Common Stock than have been sold by the undersigned, then you should return to the undersigned a newly issued certificate for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such certificate.

Dated:	Very truly yours,
	By:
	Print Name:
	Title:
cc: Plug Power Inc., Corporate Secretary

 A-1

Exhibit B

AGREEMENT TO BE BOUND

BY THE REGISTRATION RIGHTS AGREEMENT

The undersigned, being the transferee of                      shares of Registrable Securities (as defined in the Registration Rights Agreement between Plug Power Inc. (the “Company”) and Smart Hydrogen Inc., dated June 29, 2006 (the “Registration Rights Agreement”)), as a condition to the receipt of such Registrable Securities, acknowledges that matters pertaining to the registration of the resale of such Registrable Securities is governed by the Registration Rights Agreement and the undersigned hereby: (1) acknowledges receipt of a copy of the Registration Rights Agreement, and (2) agrees to be bound as a Holder and a Party by the terms of the Registration Rights Agreement, as the same has been or may be amended from time to time.

Agreed to this                      day of                     , 200___.

[Transferee Name]
By:
	Name:
	Title:
Address:

 B-1

EX-99.I

EXHIBIT I

AMENDED AND RESTATED
BY-LAWS
OF
PLUG POWER INC.
(the “Corporation”)

ARTICLE I

Stockholders

     SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the majority of the Board of Directors, the Chairman of the Board, if one is elected, or the President, which time, date and place may subsequently be changed at any time by vote of the Board of Directors. If no Annual Meeting has been held for a period of thirteen months after the Corporation’s last Annual Meeting, a special meeting in lieu thereof may be held, and such special meeting shall have, for the purposes of these By-laws or otherwise, all the force and effect of an Annual Meeting. Any and all references hereafter in these By-laws to an Annual Meeting or Annual Meetings also shall be deemed to refer to any special meeting(s) in lieu thereof.

     SECTION 2. Special Meetings. Except as otherwise required by law and subject to the rights, if any, of the holders of any series of preferred stock, special meetings of the stockholders of the Corporation may be called only by the President, the Chief Executive Officer, the Chairman of the Board, if one is elected, or the Board of Directors pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office.

     SECTION 3. Notice of Stockholder Business and Nominations.

     (a) Annual Meetings of Stockholders.

          (1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an Annual Meeting (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this By-law, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this By-law.

          (2) For nominations or other business to be properly brought before an Annual Meeting by a stockholder pursuant to clause (c) of paragraph (a)(1) of this By-law, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, such other business must be a proper matter for stockholder action, and such stockholder be present at such meeting, either in person or by representative. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not

D-1

later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s Annual Meeting; provided, however, that in the event that the date of the Annual Meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such Annual Meeting and not later than the close of business on the later of the 90th day prior to such Annual Meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Notwithstanding anything to the contrary provided herein, for the first Annual Meeting following the initial public offering of common stock of the Corporation, a stockholder’s notice shall be timely if delivered to, or mailed to and received by, the Corporation at its principal executive office not later than the close of business on the later of the 90th day prior to the scheduled date of such Annual Meeting or the 10th day following the day on which public announcement of the date of such Annual Meeting is first made or sent by the Corporation. In no event shall the public announcement of an adjournment of an Annual Meeting commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14a-11 thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made, and the names and addresses of other stockholders known by the stockholder proposing such business to support such proposal, and the class and number of shares of the Corporation’s capital stock beneficially owned by such other stockholders; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, and (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner.

          (3) Notwithstanding anything in the second sentence of paragraph (a)(2) of this By-law to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least 100 days prior to the first anniversary of the preceding year’s Annual Meeting, a stockholder’s notice required by this By-law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

     (b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors

D-2

may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this By-law, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this By-law. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (a)(2) of this By-law shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

     (c) General.

          (1) Subject to the rights, if any, of the holders of any series of preferred stock, only such persons who are nominated in accordance with the procedures set forth in this By-law shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this By-law. If the Board of Directors or a designated committee thereof determines that any stockholder proposal or nomination was not made in a timely fashion in accordance with the provisions of this By-law or that the information provided in a stockholder’s notice does not satisfy the information requirements of this By-law in any material respect, such proposal or nomination shall not be presented for action at the Annual Meeting in question. If neither the Board of Directors nor such committee makes a determination as to the validity of any stockholder proposal or nomination in the manner set forth above, the presiding officer of the Annual Meeting shall determine whether the stockholder proposal or nomination was made in accordance with the terms of this By-law. If the presiding officer determines that any stockholder proposal or nomination was not made in a timely fashion in accordance with the provisions of this By-law or that the information provided in a stockholder’s notice does not satisfy the information requirements of this By-law in any material respect, such proposal or nomination shall not be presented for action at the Annual Meeting in question. If the Board of Directors, a designated committee thereof or the presiding officer determines that a stockholder proposal or nomination was made in accordance with the requirements of this By-law, the presiding officer shall so declare at the Annual Meeting and ballots shall be provided for use at the meeting with respect to such proposal or nomination.

          (4) For purposes of this By-law, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission (including, without limitation, a Form 8-K) pursuant to Section 13, 14 or 15(d) of the Exchange Act.

D-3

          (5) Notwithstanding the foregoing provisions of this By-law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-law. Nothing in this By-law shall be deemed to affect any rights of (i) stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) the holders of any series of preferred stock to elect directors under specified circumstances.

     SECTION 4. Matters to be Considered at Special Meetings. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation, unless otherwise provided by law.

     SECTION 5. Notice of Meetings; Adjournments. A written notice of each Annual Meeting stating the hour, date and place of such Annual Meeting shall be given by the Secretary or an Assistant Secretary (or other person authorized by these By-laws or by law) not less than 10 days nor more than 60 days before the Annual Meeting, to each stockholder entitled to vote thereat and to each stockholder who, by law or under the Certificate of Incorporation of the Corporation (as the same may hereafter be amended and/or restated, the “Certificate”) or under these By-laws, is entitled to such notice, by delivering such notice to him or by mailing it, postage prepaid, addressed to such stockholder at the address of such stockholder as it appears on the Corporation’s stock transfer books. Such notice shall be deemed to be given when hand delivered to such address or deposited in the mail so addressed, with postage prepaid.

     Notice of all special meetings of stockholders shall be given in the same manner as provided for Annual Meetings, except that the written notice of all special meetings shall state the purpose or purposes for which the meeting has been called.

     Notice of an Annual Meeting or special meeting of stockholders need not be given to a stockholder if a written waiver of notice is signed before or after such meeting by such stockholder or if such stockholder attends such meeting, unless such attendance was for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any Annual Meeting or special meeting of stockholders need be specified in any written waiver of notice.

     The Board of Directors may postpone and reschedule any previously scheduled Annual Meeting or special meeting of stockholders and any record date with respect thereto, regardless of whether any notice or public disclosure with respect to any such meeting has been sent or made pursuant to Section 3 of this Article I of these By-laws or otherwise. In no event shall the public announcement of an adjournment, postponement or rescheduling of any previously scheduled meeting of stockholders commence a new time period for the giving of a stockholder’s notice under Section 3 of this Article I of these By-laws.

     When any meeting is convened, the presiding officer may adjourn the meeting if (a) no quorum is present for the transaction of business, (b) the Board of Directors determines that adjournment is necessary or appropriate to enable the stockholders to consider fully information which the Board of Directors determines has not been made sufficiently or timely available to stockholders, or (c) the Board of Directors determines that adjournment is otherwise in the best

D-4

interests of the Corporation. When any Annual Meeting or special meeting of stockholders is adjourned to another hour, date or place, notice need not be given of the adjourned meeting other than an announcement at the meeting at which the adjournment is taken of the hour, date and place to which the meeting is adjourned; provided, however, that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat and each stockholder who, by law or under the Certificate or these By-laws, is entitled to such notice.

     SECTION 6. Quorum. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders. If less than a quorum is present at a meeting, the holders of voting stock representing a majority of the voting power present at the meeting or the presiding officer may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided in Section 5 of this Article I. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

     SECTION 7. Voting and Proxies. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the books of the Corporation, unless otherwise provided by law or by the Certificate. Stockholders may vote either in person or by written proxy, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Proxies shall be filed with the Secretary of the meeting before being voted. Except as otherwise limited therein or as otherwise provided by law, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting, but they shall not be valid after final adjournment of such meeting. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by or on behalf of any one of them unless at or prior to the exercise of the proxy the Corporation receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid, and the burden of proving invalidity shall rest on the challenger.

     SECTION 8. Action at Meeting. When a quorum is present, any matter before any meeting of stockholders shall be decided by the affirmative vote of the majority of shares present in person or represented by proxy at such meeting and entitled to vote on such matter, except where a larger vote is required by law, by the Certificate or by these By-laws. Any election by stockholders shall be determined by a plurality of the votes (of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors), except where a larger vote is required by law, by the Certificate or by these By-laws. The Corporation shall not directly or indirectly vote any shares of its own stock; provided, however, that the Corporation may vote shares which it holds in a fiduciary capacity to the extent permitted by law.

     SECTION 9. Stockholder Lists. The Secretary or an Assistant Secretary (or the Corporation’s transfer agent or other person authorized by these By-laws or by law) shall prepare

D-5

and make, at least 10 days before every Annual Meeting or special meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the hour, date and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

     SECTION 10. Presiding Officer. The Chairman of the Board, if one is elected, or if not elected or in his or her absence, the President, shall preside at all Annual Meetings or special meetings of stockholders and shall have the power, among other things, to adjourn such meeting at any time and from time to time, subject to Sections 5 and 6 of this Article I. The order of business and all other matters of procedure at any meeting of the stockholders shall be determined by the presiding officer.

     SECTION 11. Voting Procedures and Inspectors of Elections. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the presiding officer shall appoint one or more inspectors to act at the meeting. Any inspector may, but need not, be an officer, employee or agent of the Corporation. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall perform such duties as are required by the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”), including the counting of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. The presiding officer may review all determinations made by the inspectors, and in so doing the presiding officer shall be entitled to exercise his or her sole judgment and discretion and he or she shall not be bound by any determinations made by the inspectors. All determinations by the inspectors and, if applicable, the presiding officer, shall be subject to further review by any court of competent jurisdiction.

ARTICLE II

Directors

     SECTION 1. Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided by the Certificate or required by law.

     SECTION 2. Number and Terms. Subject to the rights, if any, of the holders of any series of preferred stock, the number of directors of the Corporation shall be fixed by resolution duly adopted from time to time by the Board of Directors. The directors shall hold office in the manner provided in the Certificate.

D-6

     SECTION 3. Qualification. No director need be a stockholder of the Corporation.

     SECTION 4. Vacancies. Subject to the rights, if any, of the holders of any series of preferred stock to elect directors and to fill vacancies in the Board of Directors relating thereto, any and all vacancies in the Board of Directors, however occurring, including, without limitation, by reason of an increase in size of the Board of Directors, or the death, resignation, disqualification or removal of a director, shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board of Directors. Any director appointed in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director’s successor shall have been duly elected and qualified or until his or her earlier resignation or removal. Subject to the rights, if any, of the holders of any series of preferred stock to elect directors, when the number of directors is increased or decreased, the Board of Directors shall determine the class or classes to which the increased or decreased number of directors shall be apportioned; provided, however, that no decrease in the number of directors shall shorten the term of any incumbent director. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled.

     SECTION 5. Removal. Directors may be removed from office in the manner provided in the Certificate.

     SECTION 6. Resignation. A director may resign at any time by giving written notice to the Chairman of the Board, if one is elected, the President or the Secretary. A resignation shall be effective upon receipt, unless the resignation otherwise provides.

     SECTION 7. Regular Meetings. The regular annual meeting of the Board of Directors shall be held, without notice other than this Section 7, on the same date and at the same place as the Annual Meeting following the close of such meeting of stockholders. Other regular meetings of the Board of Directors may be held at such hour, date and place as the Board of Directors may by resolution from time to time determine without notice other than such resolution.

     SECTION 8. Special Meetings. Special meetings of the Board of Directors may be called, orally or in writing, by or at the request of a majority of the directors, the Chairman of the Board, if one is elected, or the President. The person calling any such special meeting of the Board of Directors may fix the hour, date and place thereof.

     SECTION 9. Notice of Meetings. Notice of the hour, date and place of all special meetings of the Board of Directors shall be given to each director by the Secretary or an Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the Chairman of the Board, if one is elected, or the President or such other officer designated by the Chairman of the Board, if one is elected, or the President. Notice of any special meeting of the Board of Directors shall be given to each director in person, by telephone, or by facsimile, telex, telecopy, telegram, or other written form of electronic communication, sent to his or her business or home address, at least 24 hours in advance of the meeting, or by written notice mailed to his or her business or home address, at least 48 hours in advance of the meeting. Such notice shall

D-7

be deemed to be delivered when hand delivered to such address, read to such director by telephone, deposited in the mail so addressed, with postage thereon prepaid if mailed, dispatched or transmitted if faxed, telexed or telecopied, or when delivered to the telegraph company if sent by telegram.

     When any Board of Directors meeting, either regular or special, is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the hour, date or place of any meeting adjourned for less than 30 days or of the business to be transacted thereat, other than an announcement at the meeting at which such adjournment is taken of the hour, date and place to which the meeting is adjourned.

     A written waiver of notice signed before or after a meeting by a director and filed with the records of the meeting shall be deemed to be equivalent to notice of the meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because such meeting is not lawfully called or convened. Except as otherwise required by law, by the Certificate or by these By-laws, neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

     SECTION 10. Quorum. At any meeting of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business, but if less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided in Section 9 of this Article II. Any business which might have been transacted at the meeting as originally noticed may be transacted at such adjourned meeting at which a quorum is present.

     SECTION 11. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, a majority of the directors present may take any action on behalf of the Board of Directors, unless otherwise required by law, by the Certificate or by these By-laws.

     SECTION 12. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing. Such written consent shall be filed with the records of the meetings of the Board of Directors and shall be treated for all purposes as a vote at a meeting of the Board of Directors.

     SECTION 13. Manner of Participation. Directors may participate in meetings of the Board of Directors by means of conference telephone or similar communications equipment by means of which all directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting for purposes of these By-laws.

     SECTION 14. Committees. The Board of Directors, by vote of a majority of the directors then in office, may elect from its number one or more committees, including, without

D-8

limitation, an Executive Committee, a Compensation Committee, a Stock Option Committee and an Audit Committee, and may delegate thereto some or all of its powers except those which by law, by the Certificate or by these By-laws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as possible in the same manner as is provided by these By-laws for the Board of Directors. Subject to the rights, if any, of the holders of any series of preferred stock, all members of such committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to the Board of Directors. The Board of Directors shall have power to rescind any action of any committee, to the extent permitted by law, but no such rescission shall have retroactive effect.

     SECTION 15. Compensation of Directors. Directors shall receive such compensation for their services as shall be determined by a majority of the Board of Directors provided that directors who are serving the Corporation as employees and who receive compensation for their services as such, shall not receive any salary or other compensation for their services as directors of the Corporation.

ARTICLE III

Officers

     SECTION 1. Enumeration. The officers of the Corporation shall consist of a President, a Treasurer, a Secretary and such other officers, including, without limitation, a Chairman of the Board of Directors, a Chief Executive Officer and one or more Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may determine.

     SECTION 2. Election. At the regular annual meeting of the Board of Directors following the Annual Meeting, the Board of Directors shall elect the President, the Treasurer and the Secretary. Other officers may be elected by the Board of Directors at such regular annual meeting of the Board of Directors or at any other regular or special meeting.

     SECTION 3. Qualification. No officer need be a stockholder or a director. Any person may occupy more than one office of the Corporation at any time. Any officer may be required by the Board of Directors to give bond for the faithful performance of his or her duties in such amount and with such sureties as the Board of Directors may determine.

     SECTION 4. Tenure. Except as otherwise provided by the Certificate or by these By-laws, each of the officers of the Corporation shall hold office until the regular annual meeting of the Board of Directors following the next Annual Meeting and until his or her successor is elected and qualified or until his or her earlier resignation or removal.

     SECTION 5. Resignation. Any officer may resign by delivering his or her written resignation to the Corporation addressed to the President or the Secretary, and such resignation

D-9

shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

     SECTION 6. Removal. Except as otherwise provided by law, the Board of Directors may remove any officer with or without cause by the affirmative vote of a majority of the Directors then in office.

     SECTION 7. Absence or Disability. In the event of the absence or disability of any officer, the Board of Directors may designate another officer to act temporarily in place of such absent or disabled officer.

     SECTION 8. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

     SECTION 9. President. The President shall, subject to the direction of the Board of Directors, have general supervision and control of the Corporation’s business. If there is no Chairman of the Board or if he or she is absent, the President shall preside, when present, at all meetings of stockholders and of the Board of Directors. The President shall have such other powers and perform such other duties as the Board of Directors may from time to time designate.

     SECTION 10. Chairman of the Board. The Chairman of the Board, if one is elected, shall preside, when present, at all meetings of the stockholders and of the Board of Directors. The Chairman of the Board shall have such other powers and shall perform such other duties as the Board of Directors may from time to time designate.

     SECTION 11. Chief Executive Officer. The Chief Executive Officer, if one is elected, shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

     SECTION 12. Vice Presidents and Assistant Vice Presidents. Any Vice President (including any Executive Vice President or Senior Vice President) and any Assistant Vice President shall have such powers and shall perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

     SECTION 13. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction of the Board of Directors and except as the Board of Directors or the Chief Executive Officer may otherwise provide, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. The Treasurer shall have custody of all funds, securities, and valuable documents of the Corporation. He or she shall have such other duties and powers as may be designated from time to time by the Board of Directors or the Chief Executive Officer.

     Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

     SECTION 14. Secretary and Assistant Secretaries. The Secretary shall record all the proceedings of the meetings of the stockholders and the Board of Directors (including committees of the Board) in books kept for that purpose. In his or her absence from any such

D-10

meeting, a temporary secretary chosen at the meeting shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation). The Secretary shall have custody of the seal of the Corporation, and the Secretary, or an Assistant Secretary, shall have authority to affix it to any instrument requiring it, and, when so affixed, the seal may be attested by his or her signature or that of an Assistant Secretary. The Secretary shall have such other duties and powers as may be designated from time to time by the Board of Directors or the Chief Executive Officer. In the absence of the Secretary, any Assistant Secretary may perform his or her duties and responsibilities.

     Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

     SECTION 15. Other Powers and Duties. Subject to these By-laws and to such limitations as the Board of Directors may from time to time prescribe, the officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors or the Chief Executive Officer.

ARTICLE IV

Capital Stock

     SECTION 1. Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by the Chairman of the Board of Directors, the President or a Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary. The Corporation seal and the signatures by the Corporation’s officers, the transfer agent or the registrar may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law.

     SECTION 2. Transfers. Subject to any restrictions on transfer and unless otherwise provided by the Board of Directors, shares of stock may be transferred only on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate theretofore properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.

     SECTION 3. Record Holders. Except as may otherwise be required by law, by the Certificate or by these By-laws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other

D-11

disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these By-laws.

     It shall be the duty of each stockholder to notify the Corporation of his or her post office address and any changes thereto.

     SECTION 4. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting and (b) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held and (ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

     SECTION 5. Replacement of Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe.

ARTICLE V

Indemnification

     SECTION 1. Definitions. For purposes of this Article:

     (a) “Director” means any person who serves or has served the Corporation as a director on the Board of Directors of the Corporation.

     (b) “Officer” means any person who serves or has served the Corporation as an officer appointed by the Board of Directors of the Corporation;

     (c) “Non-Officer Employee” means any person who serves or has served as an employee of the Corporation, but who is not or was not a Director or Officer;

     (d) Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative;

     (e) “Expenses” means all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including, without

D-12

limitation, accountants and investment bankers), travel expenses, duplicating costs, printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document review, organization, imaging and computerization, telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a Proceeding;

     (f) “Corporate Status” describes the status of a person who (i) in the case of a Director, is or was a director of the Corporation and is or was acting in such capacity, (ii) in the case of an Officer, is or was an officer, employee, trustee or agent of the Corporation or is or was a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such Officer is or was serving at the request of the Corporation, and (iii) in the case of a Non-Officer Employee, is or was an employee of the Corporation or is or was a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such Non-Officer Employee is or was serving at the request of the Corporation. For purposes of subsection (ii) of this Section 1(f), an officer or director of the Corporation who is serving as a director, partner, trustee, officer, employee or agent of a Subsidiary shall be deemed to be serving at the request of the Corporation;

     (g) “Disinterested Director” means, with respect to each Proceeding in respect of which indemnification is sought hereunder, a Director of the Corporation who is not and was not a party to such Proceeding; and

     (h) “Subsidiary” shall mean any corporation, partnership, limited liability company, joint venture, trust or other entity of which the Corporation owns (either directly or through or together with another Subsidiary of the Corporation) either (i) a general partner, managing member or other similar interest or (ii) (A) 50% or more of the voting power of the voting capital equity interests of such corporation, partnership, limited liability company, joint venture or other entity, or (B) 50% or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other entity.

     SECTION 2. Indemnification of Directors and Officers. Subject to the operation of Section 4 of this Article V, each Director and Officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment) against any and all Expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by such Director or Officer or on such Director’s or Officer’s behalf in connection with any threatened, pending or completed Proceeding or any claim, issue or matter therein, which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 2 shall continue as to a

D-13

Director or Officer after he or she has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. Notwithstanding the foregoing, the Corporation shall indemnify any Director or Officer seeking indemnification in connection with a Proceeding initiated by such Director or Officer only if such Proceeding was authorized by the Board of Directors of the Corporation, unless such Proceeding was brought to enforce an Officer or Director’s rights to Indemnification under these by-laws.

     SECTION 3. Indemnification of Non-Officer Employees. Subject to the operation of Section 4 of this Article V, each Non-Officer Employee may, in the discretion of the Board of Directors of the Corporation, be indemnified by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against any or all Expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by such Non-Officer Employee or on such Non-Officer Employee’s behalf in connection with any threatened, pending or completed Proceeding, or any claim, issue or matter therein, which such Non-Officer Employee is, or is threatened to be made, a party to or participant in by reason of such Non-Officer Employee’s Corporate Status, if such Non-Officer Employee acted in good faith and in a manner such Non-Officer Employee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 3 shall exist as to a Non-Officer Employee after he or she has ceased to be a Non-Officer Employee and shall inure to the benefit of his or her heirs, personal representatives, executors and administrators. Notwithstanding the foregoing, the Corporation may indemnify any Non-Officer Employee seeking indemnification in connection with a Proceeding initiated by such Non-Officer Employee only if such Proceeding was authorized by the Board of Directors of the Corporation.

     SECTION 4. Good Faith. Unless ordered by a court, no indemnification shall be provided pursuant to this Article V to a Director, to an Officer or to a Non-Officer Employee unless a determination shall have been made that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal Proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Such determination shall be made by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board of Directors, (b) a committee comprised of Disinterested Directors, such committee having been designated by a majority vote of the Disinterested Directors (even though less than a quorum), (c) if there are no such Disinterested Directors, or if a majority of Disinterested Directors so directs, by independent legal counsel in a written opinion, or (d) by the stockholders of the Corporation.

     SECTION 5. Advancement of Expenses to Directors Prior to Final Disposition. The Corporation shall advance all Expenses incurred by or on behalf of any Director in connection with any Proceeding in which such Director is involved by reason of such Director’s Corporate Status within ten (10) days after the receipt by the Corporation of a written statement from such Director requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Director and shall be preceded or accompanied by an undertaking by

D-14

or on behalf of such Director to repay any Expenses so advanced if it shall ultimately be determined that such Director is not entitled to be indemnified against such Expenses.

     SECTION 6. Advancement of Expenses to Officers and Non-Officer Employees Prior to Final Disposition.

     (a) Advancement to Officers. The Corporation may, at the discretion of the Board of Directors of the Corporation, advance any or all Expenses incurred by or on behalf of any Officer in connection with any Proceeding in which such is involved by reason of such Officer’s Corporate Status upon the receipt by the Corporation of a statement or statements from such Officer requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Officer and shall be preceded or accompanied by an undertaking by or on behalf of such to repay any Expenses so advanced if it shall ultimately be determined that such Officer is not entitled to be indemnified against such Expenses.

     (b) Advancement to Non-Officer Employees. The Corporation may, at the discretion of the Board of Directors or of any Officer who is authorized to act on behalf of the Corporation, advance any or all Expenses incurred by or on behalf of any Non-Officer Employee in connection with any Proceeding in which such Non-Officer Employee is involved by reason of such Non-Officer Employee’s Corporate Status upon the receipt by the Corporation of a statement or statements from such Non-Officer Employee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Non-Officer Employee and shall be preceded or accompanied by an undertaking by or on behalf of such Non-Officer Employee to repay any Expenses so advanced if it shall ultimately be determined that such Non-Officer Employee is not entitled to be indemnified against such Expenses.

D-15

     SECTION 7. Contractual Nature of Rights. The foregoing provisions of this Article V shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article V is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any Proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. If a claim for indemnification or advancement of Expenses hereunder by a Director or Officer is not paid in full by the Corporation within (a) 60 days after receipt by the Corporation’s of a written claim for indemnification, or (b) in the case of a Director, 10 days after receipt by the Corporation of documentation of Expenses and the required undertaking, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification or, in the case of a Director, advancement of Expenses, under this Article V shall not be a defense to the action and shall not create a presumption that such indemnification or advancement is not permissible.

     SECTION 8. Non-Exclusivity of Rights. The rights to indemnification and advancement of Expenses set forth in this Article V shall not be exclusive of any other right which any Director, Officer, or Non-Officer Employee may have or hereafter acquire under any statute, provision of the Certificate or these By-laws, agreement, vote of stockholders or Disinterested Directors or otherwise.

     SECTION 9. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer or Non-Officer Employee against any liability of any character asserted against or incurred by the Corporation or any such Director, Officer or Non-Officer Employee, or arising out of any such person’s Corporate Status, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL or the provisions of this Article V.

ARTICLE VI

Miscellaneous Provisions

     SECTION 1. Fiscal Year. Except as otherwise determined by the Board of Directors, the fiscal year of the Corporation shall end on the last day of December of each year.

     SECTION 2. Seal. The Board of Directors shall have power to adopt and alter the seal of the Corporation.

     SECTION 3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary course of its business without director action may be executed on behalf of the Corporation by the Chairman of the Board, if one is elected, the President or the Treasurer or any other officer, employee or agent of the Corporation as the Board of Directors or Executive Committee may authorize.

D-16

     SECTION 4. Voting of Securities. Unless the Board of Directors otherwise provides, the Chairman of the Board, if one is elected, the President or the Treasurer may waive notice of and act on behalf of this Corporation, or appoint another person or persons to act as proxy or attorney in fact for this Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this Corporation.

     SECTION 5. Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation.

     SECTION 6. Corporate Records. The original or attested copies of the Certificate, By-laws and records of all meetings of the incorporators, stockholders and the Board of Directors and the stock transfer books, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, may be kept outside the State of Delaware and shall be kept at the principal office of the Corporation, at the office of its counsel or at an office of its transfer agent or at such other place or places as may be designated from time to time by the Board of Directors.

     SECTION 7. Certificate. All references in these By-laws to the Certificate shall be deemed to refer to the Amended and Restated Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

     SECTION 8. Amendment of By-laws.

     (a) Amendment by Directors. Subject to the rights, if any, of the holders of any series of preferred stock, and except as provided otherwise by law, these By-laws may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the Directors then in office.

     (b) Amendment by Stockholders. These By-laws may be amended or repealed at any Annual Meeting, or special meeting of stockholders called for such purpose, by the affirmative vote of at least two-thirds of the shares present in person or represented by proxy at such meeting and entitled to vote on such amendment or repeal, voting together as a single class; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of the majority of the shares present in person or represented by proxy at such meeting and entitled to vote on such amendment or repeal, voting together as a single class. Notwithstanding the foregoing, stockholder approval shall not be required unless mandated by the Certificate, these By-laws, or other applicable law.

Adopted April 10, 2006 and effective as of June 29, 2006.

D-17

EX-99.J

EXHIBIT J

CERTIFICATE OF DESIGNATIONS

OF

CLASS B CAPITAL STOCK, A SERIES OF PREFERRED STOCK

OF

PLUG POWER INC.

     PLUG POWER INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that, pursuant to the authority conferred by Article IV of the Amended and Restated Certificate of Incorporation of the Corporation (as amended, the “Certificate of Incorporation”, which term includes this Certificate of Designations) and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), the board of directors of the Corporation (the “Board of Directors”) on April 10, 2006 duly adopted a resolution authorizing the creation of a series of preferred stock, par value $0.01 per share (designated as Class B Capital Stock, a series of preferred stock), such series to consist of Four Hundred Thirteen Thousand Two Hundred Fifty (413,250) shares, and to have the voting powers, preferences and the relative, participating, optional or other special rights, and qualifications, limitations or restrictions as follows:

Section 1. Designation and Amount. The shares of such series of preferred stock shall be designated as Class B Capital Stock, a series of preferred stock (“Class B Capital Stock”) and the number of shares initially constituting such series shall be Four Hundred Thirteen Thousand Two Hundred Fifty (413,250), which number may be increased or decreased by the Board of Directors without a vote of stockholders; provided, however, that no decrease shall reduce the number of shares of Class B Capital Stock to a number less than the number of shares of Class B Capital Stock then outstanding plus the number of shares of Class B Capital Stock reserved for issuance upon the exercise of outstanding options, rights or warrants for, or upon the conversion of any outstanding securities issued by the Corporation convertible into, Class B Capital Stock.

Section 2. Voting Rights of Class B Capital Stock.

          (a) General Voting Rights. Except as set forth in subsections (b) and (c) below, the holders of the Class B Capital Stock shall have the right to vote, together with the Common Stock, par value $0.01 per share, of the Corporation (“Common Stock”) as a single class, on all matters requiring stockholder action, each holder of shares being entitled to the number of votes equal to the number of whole shares of Common Stock issuable upon conversion of the shares of Class B Capital Stock held by such holder.

          (b) Appointment of Directors. During the Class B Period (as defined below), the holders of a majority of the outstanding shares of Class B Capital Stock shall be entitled to appoint the following number of directors (each a “Class B Director” and, together, the “Class B Directors”) to the Board of Directors:

     (i) for so long as the size of the Board of Directors is eleven (11) and the Class B Percentage (as defined below) is equal to or greater than thirty percent (30%), the number of Class B Directors shall be four (4);

     (ii) for so long as the size of the Board of Directors is eleven (11) and the Class B Percentage is equal to or greater than twenty-five percent (25%) but less than thirty percent (30%), the number of Class B Directors shall be three (3);

     (iii) for so long as the size of the Board of Directors is eleven (11) and the Class B Percentage is equal to or greater than fifteen percent (15%) but less than twenty-five percent (25%), the number of Class B Directors shall be two (2);

     (iv) for so long as the size of the Board of Directors is eleven (11) and the Class B Percentage is equal to or greater than ten percent (10%) but less than fifteen percent (15%), the number of Class B Directors shall be one (1); and

     (v) if the size of the Board of Directors shall be increased or decreased to a number other than eleven (11) during the Class B Period, then, from and after such event, the number of Class B Directors shall equal the greater of (A) one (1) and (B) the whole number that causes the percentage obtained by dividing the number of Class B Directors by the size of the Board of Directors to equal as nearly as possible the Class B Percentage at such time; provided, that, in the event that the differences between the Class B Percentage and the percentages of the size of the Board of Directors calculated based on a lesser number of Class B Directors and a greater number of Class B Directors are equal, the number of Class B Directors shall equal such lesser number.

The “Class B Period” shall mean the period commencing on the date of the initial issuance of shares of Class B Capital Stock and ending on the first date upon which the Class B Percentage is less than ten percent (10%).

The “Class B Percentage,” as of a particular date, shall mean the percentage obtained by performing the following calculation:

(Applicable Shares as of such date)

(Total Outstanding Shares as of such date)          

where:

“Applicable Shares”, as of a particular date, means (A) the sum of (i) the aggregate number of shares of Common Stock purchased by Smart Hydrogen Inc. from GE Power Systems Equities, Inc. pursuant to that certain Stock Purchase Agreement dated as of December 30, 2005 that are owned by holders of Class B Capital Stock as of such date (not to exceed 2,714,700 shares (as adjusted for future stock splits, reverse stock splits, stock dividends, reclassifications, reorganizations, or similar events)), plus (ii) the aggregate number of shares of Common Stock purchased by any holder of Class B Capital Stock from DTE Energy Foundation pursuant to that certain Stock Purchase Agreement dated as of April 10, 2006 that are owned by holders of Class B Capital Stock as of such date (not to exceed 1,825,000 shares (as adjusted for future

stock splits, reverse stock splits, stock dividends, reclassifications, reorganizations, or similar events)); plus (iii) the aggregate number of shares of Common Stock issuable upon conversion of all of the outstanding shares of Class B Capital Stock at the then-applicable Conversion Rate (as defined herein) as of such date; plus (iv) the aggregate number of shares of Common Stock purchased by holders of the Class B Capital Stock pursuant to that certain Stock Purchase Agreement dated as of April 10, 2006 entered into by and between Smart Hydrogen, Inc., a company organized under the laws of the British Virgin Islands (the “Initial Purchaser”) and the Corporation that are owned by the holders of Class B Capital Stock as of such date; plus (v) the aggregate number of shares of Common Stock purchased by holders of the Class B Capital Stock pursuant to the “Preemptive Rights” and “Top Up Rights” as defined and contained in that certain Investor Rights Agreement entered into by and among the Corporation and the other parties named therein on or around June 2006 (the “Investor Rights Agreement”), or issuable to holders of Class B Capital Stock upon conversion of other equity securities purchased by the holders of Class B Capital Stock pursuant to the “Preemptive Rights” and “Top Up Rights” as defined and contained in the Investor Rights Agreement, provided that no additional consideration is required to be paid to the Corporation upon such conversion, in each case, which shares of Common Stock are owned by holders of Class B Capital Stock as of such date; plus (vi) the aggregate number of shares of Common Stock issued by the Corporation to the holders of Class B Capital Stock pursuant to dividends or other distributions declared by the Corporation in respect of the Class B Capital Stock or any other shares of Common Stock or other equity securities of the Corporation described in clauses (i) through (v) above, or issuable to holders of Class B Capital Stock upon conversion of other equity securities issued by the Corporation to the holders of Class B Capital Stock pursuant to dividends or other distributions declared by the Corporation in respect of the Class B Capital Stock or any other shares of Common Stock or other equity securities of the Corporation described in clauses (i) through (v) above, in each case, which shares of Common Stock are owned by holders of the Class B Capital Stock as of such date; minus (B) the aggregate number of shares of Common Stock acquired by a holder of the Class B Capital Stock in violation of the Investor Rights Agreement that are owned by holders of Class B Capital Stock as of such date; and

“Total Outstanding Shares”, as of a particular date, means the sum of (i) the aggregate number of issued and outstanding shares of Common Stock as of such date; plus (ii) the aggregate number of shares of Common Stock issuable upon conversion of all of the outstanding shares of Class B Capital Stock at the then-applicable Conversion Rate as of such date; plus (iii) the aggregate number of shares of Common Stock issuable upon conversion of all other issued and outstanding securities of the Corporation as of such date, provided that no additional consideration is required to be paid to the Corporation upon such conversion.

          (c) Special Voting Rights. During the period commencing on the date of the initial issuance of shares of Class B Capital Stock and ending on the first date upon which the Class B Percentage is less than twenty percent (20%), the Corporation shall not take any of the following actions (or enter into a binding agreement to take any such action) without obtaining prior approval by the holders of a majority of the outstanding shares of Class B Capital Stock (“Class B Stockholder Action”):

     (i) change the size of the Board of Directors;

     (ii) sell or issue any shares of Class B Capital Stock, except in connection with any subdivision or stock split of, or stock dividend on the Class B Capital Stock which does not affect the relative ownership of the Corporation by the holders of outstanding Class B Capital Stock;

     (iii) purchase or otherwise acquire any business or assets (including, without limitation, through a merger, consolidation, stock purchase, or acquisition of assets) in a single transaction or series of related transactions, if the purchase price paid for such business or assets exceeds the greater of (A) thirty percent (30%) of the total assets of the Corporation on a consolidated basis as of the most recent date for which the Corporation has financial information available (or, at the Corporation’s option, as of the end of the most recent fiscal quarter of the Corporation ended more than forty-five (45) days (or less, if such financial information is available) prior to the date of calculation) or (B) One Hundred Five Million Dollars ($105,000,000);

     (iv) except (x) to the extent that such action is necessary (in the written opinion of the Corporation’s counsel) for the Corporation to comply with applicable law, including the DGCL, or (y) in connection with the acquisition of the Corporation in a transaction approved by the Board of Directors (including, without limitation, through a merger, consolidation, stock purchase, or acquisition of all or substantially all of the Corporation’s assets), make any amendment or modification to the Certificate of Incorporation or the bylaws of the Corporation (the “Bylaws”) that would:

     (A) alter or modify the requirements for amending the Certificate of Incorporation or the Bylaws;

     (B) materially change, substitute, enlarge, or diminish the nature of the Corporation’s business or its corporate powers and purposes;

     (C) alter or modify any procedure of the Corporation relating to the designation, nomination, appointment, election, or removal of, or qualifications for, any director;

     (D) alter or modify the rights of stockholders to propose business to be considered at a stockholder meeting;

     (E) alter or modify the requirements relating to any action to be taken by the stockholders of the Corporation at an annual or special meeting of stockholders, including the rights of the stockholders to vote by proxy or otherwise;

     (F) alter or modify the requirements relating to any action to be taken by the directors at any regular or special meeting or by unanimous written consent;

     (G) alter or modify the notice, quorum, or adjournment requirements for any stockholder meeting or meeting of the Board of Directors;

     (H) rescind or otherwise limit the ability of directors to participate in regular or special meetings of the Board of Directors by means of conference telephone or similar communications equipment by means of which all directors participating in the meeting can hear each other;

     (I) alter or modify the requirements by which the Board of Directors may create committees and delegate power thereto;

     (J) alter or modify the classes or terms of the Corporation’s directors;

     (K) alter or modify the Corporation’s director remuneration policies in any manner providing disparate benefits to any particular class of directors or director, including the Class B Directors; or

     (L) alter or modify the Corporation’s indemnification obligations with respect to each director pursuant to the Certificate of Incorporation and/or the Bylaws in a manner that diminishes such obligations; or

     (v) except (x) to the extent that such action is necessary (in the written opinion of the Corporation’s counsel) for the Corporation to comply with applicable law, including the DGCL, or (y) in connection with the acquisition of the Corporation in a transaction approved by the Board of Directors (including, without limitation, through a merger, consolidation, stock purchase, or acquisition of all or substantially all of the Corporation’s assets), make any amendment to the Certificate of Incorporation or Bylaws that would adversely affect the rights of the holders of Class B Capital Stock contained therein in any respect that is different from the effect on the rights of holders of Common Stock, including, without limitation, any amendment that would:

     (A) increase the rights or preferences of any series or class of stock having rights or preferences that are junior to the Class B Capital Stock so as to make the rights or preferences of such series or class equal or senior to the Class B Capital Stock;

     (B) reclassify the Class B Capital Stock in any manner that would diminish the rights and preferences of the Class B Capital Stock;

     (C) alter or modify the convertibility rights and features (including without limitation the adjustment provisions relating to conversion) of the Class B Capital Stock;

     (D) restrict the rights of the holders of the Class B Capital Stock to appoint and remove the Class B Directors or to approve the matters set forth in this Section 2(c) via Class B Stockholder Action;

     (E) restrict the rights of the holders of the Class B Capital Stock to call a special meeting of the stockholders of the Corporation as set forth in Section 8 of this Certificate of Designations;

     (F) alter or modify any provision of this Certificate of Designations relating to the Class B Directors, including without limitation provisions relating to the number, appointment, removal, term, qualifications, independence of the Class B Directors, or the right of the Class B Directors to serve on committees of the Board of Directors; or

     (G) otherwise modify or alter any of the rights, privileges, preferences, limitations, or other features of the Class B Capital Stock, including without limitation, rights relating to liquidation, dividends, voting, or conversion.

Notwithstanding the foregoing, amendments or modifications to the Bylaws otherwise requiring approval by Class B Stockholder Action pursuant to this Section 2(c) may be made by the stockholders of the Corporation pursuant to Article VIII, Section 2 of the Certificate of Incorporation without Class B Stockholder Action; provided that the Board of Directors shall not propose or recommend that stockholders approve any such amendment or modification without previously obtaining approval by Class B Stockholder Action.

Section 3. Class B Directors.

          (a) Term. The Class B Directors appointed pursuant to the provisions of Section 2(b) of this Certificate of Designations shall not be divided into classes pursuant to the Certificate of Incorporation. The Class B Directors shall remain as directors until their death, removal, resignation or the conclusion of the Class B Period.

          (b) Qualification. Each Class B Director shall have a background and business experience consistent with service on a board of directors of a U.S. public company of similar size to the Corporation; provided, however, that no Class B Director shall be required to have ever served as an officer or director of a U.S. company. No person may be appointed or continue to serve as a Class B Director at any time if, within five years of such time, any of the events described in Items 401(f)(1)-(6) of Regulation S-K under the Securities Act of 1933, as amended (“Regulation S-K”) (or any successor regulation) occurred (without regard for whether such event would be considered material).

          (c) Independence. The number of Class B Directors that must qualify as “independent” under Rule 4200(a)(15) of the Marketplace Rules of the NASDAQ Stock Market (the “NASD Rules”) (or any successor regulation) shall be determined as follows:

     (i) if the number of Class B Directors exceeds 4, then at least 50% of the Class B Directors shall be independent;

     (ii) if there are 4 Class B Directors, then at least 2 Class B Directors shall be independent;

     (iii) if there are 2 or 3 Class B Directors, then at least 1 Class B Director shall be independent; and

     (iv) if there is 1 Class B Director, then such Class B Director need not be independent.

For the purposes of this Section 3(c), any vacancy among the Class B Directors shall be counted as an independent director.

          (d) Committees. During the Class B Period, the Class B Directors shall be proportionately represented on each committee of the Board of Directors, including any ad hoc committee formed for a specific purpose (each, a “Committee”), except as otherwise set forth in this Section. Proportionate representation shall be deemed satisfied by having one Class B Director on any Committee comprised of five or fewer members. During the Class B Period and subject to the qualification requirements and other terms described in this Section 3, each Committee shall, at a minimum, include at least one Class B Director. Notwithstanding the foregoing, with respect to a particular Committee, Class B Directors need not be represented to the extent that:

     (i) such Committee is formed for the purpose of considering, recommending, approving, or ratifying a transaction in which one or more (but less than all) directors have an interest and there are not a sufficient number of Class B Directors who are disinterested in such transaction as determined by the Board of Directors after consultation with legal counsel; or

     (ii) the Board of Directors, after consultation with legal counsel, has determined that a sufficient number of Class B Directors do not meet the qualifications for serving on such Committee required by applicable law or stock exchange rule, which shall include, without limitation, the requirements that:

     (A) members of the Compensation Committee of the Board of Directors qualify as Non-Employee Directors pursuant to Rule 16b-3(b)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor regulation), as outside directors pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended (or any successor regulation), and as “independent directors” under NASD Rule 4200(a)(15) (or any successor regulation);

     (B) members of the Corporate Governance and Nominating Committee of the Board of Directors qualify as “independent directors” under NASD Rule 4200(a)(15) (or any successor regulation); and

     (C) members of the Audit Committee of the Board of Directors qualify as “independent” under Exchange Act Rule 10A-3(b)(1) and as

     “independent directors” under NASD Rule 4200(a)(15) (or any successor regulation).

          (e) Notification of Appointment; Policies Applicable to Directors. Each Class B Director shall be required, as a condition to such person’s service as a director, to make such acknowledgements, enter into such agreements and provide such information as the Board of Directors requires of all directors at such time, including without limitation, with respect to confidentiality and the Corporation’s code of ethics, insider trading policy, and Section 16 reporting procedures.

Section 4. Removal.

          (a) Removal via Class B Stockholder Action. A Class B Director may be removed at any time, with or without Cause (as defined below) by Class B Stockholder Action.

          (b) Removal Following Decrease in Number of Class B Directors. In the event that the number of Class B Directors is decreased pursuant to the terms of this Certificate of Designations and the number of Class B Directors sufficient to effect such decrease have not previously resigned or been removed by a Class B Stockholder Action, the Corporation shall notify the holders of the Class B Capital Stock in writing at the address of record with the Corporation for such holder of the need to effect such resignation or removal, which notice shall include documentation evidencing the circumstances that resulted in the decrease in the number of Class B Directors. If the appropriate number of Class B Directors have not resigned or been removed by a Class B Stockholder Action within thirty (30) days of the date of the Corporation’s notice, then a majority of the members of the Board of Directors (excluding the Class B Directors) may remove the number of Class B Directors sufficient to effect such decrease, and the Corporation shall promptly thereafter notify the holders of Class B Capital Stock of such action.

          (c) Removal Following Certain Events. In the event that the Board of Directors determines at any time that, within the last five years of such time, any of the events described in Items 401(f)(1)-(6) of Regulation S-K (or any successor regulation) occurred (without regard to whether such event would be considered material) with respect to a Class B Director, then such Class B Director shall resign or be removed by Class B Stockholder Action. If such Class B Director or the holders of Class B Capital Stock fail to take such action, then the Corporation may notify the holders of Class B Capital Stock in writing at the address of record with the Corporation for such holder of the need to remove such Class B Director, which notice shall describe the circumstances that warrant such action. If the Class B Director has not resigned or been removed by Class B Stockholder Action within thirty (30) days of the date of the Corporation’s notice, then a majority of the Board of Directors (excluding the Class B Directors) may remove such Class B Director, and the Corporation shall promptly thereafter notify the holders of Class B Capital Stock of such action.

          (d) Failure to Satisfy Independence Requirements. In the event that a sufficient number of Class B Directors are not “independent” under NASD Rule 4200(a)(15) so as to comply with the requirements under this Certificate of Designations, then the holders of Class B Capital Stock, by Class B Stockholder Action, shall remove and replace a sufficient

number of Class B Directors so that the requisite number of Class B Directors are independent as required by this Certificate of Designations. If the holders of Class B Capital Stock fail to take such action, then the Corporation may notify the holders of Class B Capital Stock in writing at the address of record with the Corporation for such holder of the need to effect such action, which notice shall describe the circumstances that warrant such action. If the appropriate Class B Directors have not been replaced within thirty (30) days of the date of the Corporation’s notice, then a majority of the Board of Directors (excluding the Class B Directors) may remove a sufficient number of Class B Directors so that the requisite number of Class B Directors are independent as required by this Certificate of Designations; provided that a majority of the Board of Directors (excluding the Class B Directors) may immediately remove a sufficient number of Class B Directors to the extent necessary to comply with the NASD Rules. Following removal of any Class B Director pursuant to this provision, the Corporation shall promptly thereafter notify the holders of Class B Capital Stock in writing address of record with the Corporation for such holder of such action.

          (e) Removal for Cause. A majority of the members of the Board of Directors (excluding the Class B Directors) may remove any Class B Director for Cause after providing such Class B Director with notice and an opportunity to be heard. “Cause” shall mean (A) the indictment or conviction of the Class B Director by a court of competent jurisdiction of any felony or a crime involving moral turpitude; or (B) the good faith determination by a majority of the members of the Board of Directors (excluding the Class B Directors), after consultation with legal counsel, that the Class B Director either (1) acted with gross negligence or willful misconduct in fulfilling such person’s duties as a director of the Corporation or materially breached his fiduciary duties to the Corporation, (2) materially breached any agreement entered into with the Corporation or any Board of Directors or Corporation policy applicable to all members of the Board of Directors and, unless it is not possible to cure such breach, failed to cure such breach within thirty (30) days after the receipt of written notice of such breach from the Corporation, or (3) fails to meet the qualification requirements under the NASD Rules or law applicable to such Class B Director and, unless it is not possible to cure such failure, such failure continues for ten (10) business days after the Corporation delivers written notice thereof to such Class B Director.

Section 5. Liquidation. Subject to all rights, powers and preferences of all other series of undesignated preferred stock of the Corporation, upon any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the holders of Class B Capital Stock shall be entitled to share in the distribution of the net assets of the Corporation on a pro rata basis as if all outstanding shares of Class B Capital Stock had been converted to Common Stock at the then-applicable Conversion Rate immediately prior to such liquidation, dissolution or winding up. For avoidance of doubt, the holders of Class B Capital Stock shall not be entitled to receive any such distributions in preference to the holders of Common Stock, but rather all such holders shall share in such distributions on an equal basis based on the number of shares of Common Stock then held by such holders assuming conversion of the Class B Capital Stock at the then-applicable Conversion Rate.

Section 6. Dividends. The Corporation shall not declare, set aside or pay any dividend or other distribution on or in respect of its Common Stock, including a dividend or other distribution payable in securities of the Corporation, or warrants or rights to purchase securities

of the Corporation, unless the holders of the Class B Capital Stock then outstanding shall simultaneously receive the same dividend or distribution with respect to each outstanding share of Class B Capital Stock as if such shares of Class B Capital Stock had been converted into Common Stock at the then-applicable Conversion Rate.

Section 7. Conversion.

          (a) Voluntary Conversion; Conversion Rate. Each holder of shares of Class B Capital Stock may, at any time and from time to time at such holder’s option, convert any or all of such holder’s shares of Class B Capital Stock into the number of fully paid and nonassessable shares of Common Stock equal to the product of (x) the number of such holder’s shares of Class B Capital Stock that are to be converted multiplied by (y) the Conversion Rate then in effect. The “Conversion Rate” from and after the date of the filing of this Certificate of Designations shall be 100, as adjusted from time to time pursuant to the terms hereof. Such rights of conversion shall be exercised by the holder thereof by giving written notice that the holder elects to convert a stated number of shares of Class B Capital Stock into Common Stock and by surrender of a certificate or certificates for the shares so to be converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holders of the Class B Capital Stock) at any time during its usual business hours on the date set forth in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued.

          (b) Automatic Conversion.

     (i) Each share of Class B Capital Stock shall automatically convert into Common Stock at the then-applicable Conversion Rate immediately upon any Transfer (as defined below) by the holder thereof to any person other than a Permitted Transferee (as defined below). Holders of shares of Class B Capital Stock so converted may deliver to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to such holders) during its usual business hours, the certificate or certificates for the shares so converted. As promptly as practicable thereafter (but, in any case, not more than 20 business days thereafter), the Corporation shall issue and deliver to such holder a certificate or certificates for the number of whole shares of Common Stock to which such holder is entitled, together with any payment in lieu of fractional shares to which such holder may be entitled pursuant to Section 7(d). Following automatic conversion under this Section 7(b) and until such time as a holder of shares of Class B Capital Stock shall surrender his or its certificates therefor as provided above, such certificates shall be deemed to represent the shares of Common Stock to which such holder shall be entitled upon the surrender thereof.

     (ii) As used herein, the term “Permitted Transferee” shall mean (A) any of the Initial Purchaser, Clayburn Development Inc., a company organized under the laws of the British Virgin Islands (“Clayburn”), Branton Limited, a company organized under the laws of the Commonwealth of the Bahamas (“Branton”), or ZAO Interros Holding Company, a company organized

under the laws of the Russian Federation (“Interros,” and together with the Initial Purchaser, Clayburn and Branton, the “Restricted Parties”), (B) any wholly-owned subsidiary of a Restricted Party that (1) agrees to be bound by the provisions of the Investor Rights Agreement to the same extent as a Restricted Party thereunder (and shall thereafter be deemed a Restricted Party) and (2) has not previously taken any action that would have been a breach of the provisions of the Investor Rights Agreement if such subsidiary had been subject to the Investor Rights Agreement at that time and (C) any other person or entity that the Corporation, in its sole and absolute discretion, agrees in writing may acquire Class B Capital Stock and who agrees to be bound by the provisions of the Investor Rights Agreement to the same extent as a Restricted Party (as defined below).

     (iii) As used herein “Transfer” of a security or any other property means any direct or indirect transfer, donation, sale, assignment, pledge, hypothecation, grant of a security interest in or other disposal of such security or other property, including, without limitation, by means of a transfer of the equity interests, by way of a merger or otherwise, of any person or entity that directly or indirectly owns such security or other property. In addition, a Transfer of a share of Class B Capital Stock shall be deemed to have occurred if the holder of such share (A) is controlled, directly or indirectly, by a person other than (i) the Initial Purchaser or an Affiliate (as defined below) of the Initial Purchaser as of the date of the initial issuance of the Class B Capital Stock or (ii) another entity that is wholly owned and controlled solely by the Initial Purchaser or an Affiliate of the Initial Purchaser as of the date of the initial issuance of Class B Capital Stock or (B) ceases to be controlled, directly or indirectly, by one or both of the Interros Principals (as defined in that certain Disclosure Letter to that certain Stock Purchase Agreement, dated as of April 10, 2006, by and between the Corporation and the Initial Purchaser); with “control” for the purposes of clauses (A) and (B) and the definition of Affiliate below meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or voting interests, by contract, or otherwise. For purposes of this Section, the term “Affiliate” means, with respect to any entity or person, any other entity or person that directly, or through one or more intermediaries, controls or is controlled by, or is under common control with such entity or person.

          (c) Issuance of Certificates; Time Conversion Effected. Promptly after the receipt of the written notice referred to in Section 7(a) and surrender of the certificate or certificates for the share or shares of Class B Capital Stock to be converted or, in the event the certificate or certificates are lost, stolen or missing, an affidavit of loss and indemnity agreement in a form acceptable to the Corporation together with a guarantee of performance under such indemnity agreement from an Affiliate of the holder of such Certificate in a form and amount and from such Affiliate as is reasonably satisfactory to the Corporation, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Class B Capital Stock. To the

extent permitted by law, such conversion shall be deemed to have been effected and the Conversion Rate shall be determined as of the close of business on the date on which such written notice shall have been received by the Corporation and the certificate or certificates for such share or shares shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Class B Capital Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

          (d) Fractional Shares; Partial Conversion. No fractional shares shall be issued upon conversion of the Class B Capital Stock into Common Stock. In case the number of shares of Class B Capital Stock represented by the certificate or certificates surrendered pursuant to Section 7(a) exceeds the number of shares converted, the Corporation shall, upon such conversion, execute and deliver to the holder, at the expense of the Corporation, a new certificate or certificates for the number of shares of Class B Capital Stock represented by the certificate or certificates surrendered which are not to be converted. If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 7(d), be delivered upon such conversion, the Corporation, in lieu of delivering such fractional share, shall pay to the holder surrendering the Class B Capital Stock for conversion an amount in cash equal to the current market price of such fractional share as determined in good faith by the Board of Directors.

          (e) Recapitalization; Merger. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Class B Capital Stock) is converted into or exchanged for securities, cash or other property, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Class B Capital Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Class B Capital Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction at the then-applicable Conversion Rate.

          (f) Conversion Rate Adjustment. If the Corporation shall at any time or from time to time effect a subdivision of the outstanding Common Stock, the Conversion Rate shall simultaneously be proportionally adjusted so that the ratio of the outstanding shares of Common Stock to the number of shares of Common Stock issuable upon the conversion of each of the outstanding shares of Class B Capital Stock is identical immediately after the subdivision of the Common Stock to such ratio prior to the subdivision of the Common Stock. If the Corporation shall at any time or from time to time combine the outstanding shares of Common Stock, the Conversion Rate shall simultaneously be proportionally adjusted so that the ratio of the outstanding shares of Common Stock to the number of shares of Common Stock issuable upon the conversion of each of the outstanding shares of Class B Capital Stock is identical immediately after the combination of the Common Stock to such ratio prior to the combination of the Common Stock.

          (g) Certificate of Corporation. Upon the occurrence of each adjustment or readjustment of the Conversion Rate pursuant to this Section 7, the Corporation at its expense

shall, as promptly as reasonably practicable but in any event not later than 10 days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Class B Capital Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any holder of Class B Capital Stock (but in any event not later than 10 days thereafter), furnish or cause to be furnished to such holder a certificate setting forth the Conversion Rate then in effect.

          (h) Reservation of Shares. The Corporation shall at all times when the Class B Capital Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Class B Capital Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Class B Capital Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Class B Capital Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation.

          (i) Preservation of Conversion Right. The Corporation will not, by amendment of the Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by the Corporation relating to the conversion of the Class B Capital Stock, but will at all times in good faith assist in the carrying out of all the provisions of this Certificate of Designations and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Class B Capital Stock against impairment.

          (j) Taxes. The Corporation shall pay any and all issue and other similar U.S. federal or state taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Class B Capital Stock pursuant to this Section 7. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Class B Capital Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has reasonably established, to the reasonable satisfaction of the Corporation, that such tax has been paid or that no such tax is due.

Section 8. Special Meetings. During the Class B Period, a special meeting of the stockholders of the Corporation (each a “Special Meeting”) may be called by Class B Stockholder Action as follows:

          (a) Notice of Special Meetings. Holders of a majority of the outstanding shares of Class B Capital Stock must provide written notice (the “Special Meeting Notice”) to the Secretary of the Corporation stating: (i) the intention of the holders of Class B Capital Stock

to call a Special Meeting, (ii) the specific purpose for which such Special Meeting is to be held, including all proposals, if any, to be presented by any holder of Class B Capital Stock for a stockholder vote at such Special Meeting and (iii) the date and time of such Special Meeting, which date shall not be less than seventy-five (75) days after the date of such notice. A Special Meeting called by the holders of Class B Capital Stock may not be held within ninety (90) days before or after the date of the Corporation’s annual meeting of stockholders, and any Special Meeting must take place between the hours of 9:00 a.m. and 5:00 p.m., local time at the location of the Special Meeting, on a Business Day. For the purposes hereof, a “Business Day” shall mean any regular trading day on the New York Stock Exchange.

          (b) Purpose of Special Meetings. Except as otherwise specified by the Board of Directors, the purpose and actions of such Special Meeting shall be limited to those set forth in the notice provided by the holders of Class B Capital Stock and no proposals, other than those made by the Board of Directors or set forth in the Special Meeting Notice, may be presented for a stockholder vote at such Special Meeting. In no event shall a Special Meeting be called for the purpose of electing directors other than the Class B Directors.

          (c) Limitation on Number of Special Meetings. No more than two (2) Special Meetings may be called by Class B Stockholder Action in any consecutive 12-month period.

          (d) Record Date and Location of Special Meetings. The Board of Directors shall establish the record date for actions proposed to be voted on at a Special Meeting as set forth in the Special Meeting Notice, and the Board of Directors shall determine the location of all Special Meetings called by Class B Stockholder Action.

          (e) Conduct of Special Meetings. Except as set forth in this Certificate of Designations to the contrary, Special Meetings shall be conducted in accordance with the rules for all meetings of stockholders of the Corporation set forth in the Bylaws.

Section 9. Notices.

          (a) Upon the termination of the Class B Period, the Corporation shall promptly provide each holder of Class B Capital Stock with written notice at the address of record with the Corporation for such holder upon the termination of the Class B Period, which notice shall indicate, as of the date of the notice, the total number of Applicable Shares and Total Outstanding Shares; provided that the delay or failure of the Corporation to provide such notice shall in no way extend the Class B Period or otherwise affect the rights of the holders of the Class B Capital Stock under this Certificate of Designations. A holder of Class B Capital Stock can update its address of record with the Corporation by written notice to the Secretary of the Corporation.

          (b) During the Class B Period, all holders of Class B Capital Stock shall notify the Secretary of the Corporation upon its transfer, disposition or acquisition of any shares of Class B Capital Stock or Common Stock; provided that the delay or failure of a holder of Class B Capital Stock to provide such notice shall in no way alter or prejudice any rights of the holders of the Class B Capital Stock under this Certificate of Designations.

          (c) All notices, requests, consents and other communications hereunder shall be in writing, in English and shall be delivered (A) if within the United States, by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile, or (B) if to or from outside the United States, by a recognized international express courier service or facsimile, and shall be deemed given (i) if delivered by domestic first-class registered or certified air mail, upon the business day received, (ii) if delivered by nationally recognized overnight express courier, one (1) business day after timely delivery to such carrier, (iii) if delivered by a recognized international express courier service, two (2) Business Days after timely delivery to such carrier, (iv) if delivered by facsimile, upon electronic confirmation of receipt and shall be addressed as follows, or to such other address or addresses as may have been furnished in writing by a party to another party pursuant to this paragraph:

if to the Corporation, to Plug Power Inc., attention: General Counsel at the Corporation’s principal executive offices as identified in its most recent current or periodic report filed with the Securities and Exchange Commission pursuant to the Exchange Act or by facsimile to: (518) 782-7884.

if to a holder of Class B Capital Stock, at the address of record with the Corporation for such holder.

Section 10. Waiver. Any of the rights of the holders of Class B Capital Stock set forth herein may be waived by the affirmative vote or written consent of the holders of a majority of the Applicable Shares then outstanding.

[End of Text]

     IN WITNESS WHEREOF, Plug Power Inc. has caused this Certificate of Designations of Class B Capital Stock to be executed on its behalf this 28^th day of June, 2006.

PLUG POWER INC.
By:	/s/ Roger B. Saillant
	Name: Roger B. Saillant
	Title: Chief Executive Officer

EX-99.K

EXHIBIT K

AMENDED AND RESTATED
SHAREHOLDERS AGREEMENT

               This AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of April 27, 2006, is entered into by and among SMART HYDROGEN INC., a BVI Business Company incorporated under the laws of the British Virgin Islands (the “Company”), CLAYBURN DEVELOPMENT INC., a company organized under the laws of the British Virgin Islands (“Clayburn”), BRANTON LIMITED, a company incorporated under the laws of the Commonwealth of the Bahamas (“Branton”), and CIATA TRADING LIMITED, a company organized under the laws of the British Virgin Islands (“Management Company”).

RECITALS

               WHEREAS, Clayburn and Branton have formed the Company for the purpose of making investments in one or more companies in the hydrogen fuel cell industry (the “Portfolio Companies”); and

               WHEREAS, Clayburn, Branton, and Management Company constitute all of the shareholders of the Company; and

               WHEREAS, the Company, Clayburn, Branton, and Management Company each desire to enter into this Agreement to provide for, among other things, the management, operation, and ownership of the Company, upon the terms and conditions set forth in this Agreement; and

               WHEREAS, this Agreement amended and restates in its entirety that certain Shareholders Agreement, dated as of February 15, 2006, among the Company and its shareholders (the “Original Shareholders Agreement”);

AGREEMENT

               NOW, THEREFORE, in consideration of the mutual agreements, representations and warranties set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged the Parties hereto, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions. Capitalized terms used in this Agreement shall have the meanings set forth below:

     “Act” shall mean the BVI Business Companies Act (No. 16 of 2004) of the British Virgin Islands and the regulations made under the Act.

     “Additional Capital Call” shall have the meaning assigned to such term in Section 4.4.

     “Additional Capital Contribution” shall have the meaning assigned to such term in Section 4.4.

     “Administrative Expenses” shall mean all overhead, costs, and expenses of the Company relating to the Business or affairs of the Company including, but not limited to: (i) any fees or expenses paid to Management Company or other Persons; (ii) travel and business expenses; (iii) administrative and office expenses; and (iv) other costs and expenses incurred by the Company in connection with the Business and/or the evaluation, negotiation, execution, and management of the Company’s investments in Portfolio Companies; provided, however, that the term Administrative Expenses shall not include any fees and expenses of any professional advisor to the Company (including legal, investment banking, accounting, and consulting fees).

     “Affiliate” shall mean, with respect to any Person, any other Person that controls, or is controlled by, or is under common control with, such Party. For the purpose of this definition, the term “control” (and its use in the terms “controlling,” controlled by,” and “under common control with”), as used with respect to any Person, shall mean the ownership of more than fifty percent of the voting interest of such Person. The term Affiliate shall also include, with respect to any Person, any of the mangers, directors, officers, employees, affiliates, contractors, sub-contractors, grantees, sub-grantees, representatives, and agents of such Person.

     “Agreement” shall have the meaning assigned to such term in the first paragraph hereof.

     “Applicable Law” shall mean, with respect to any Person, any statute, law, regulation, ordinance, rule, judgment, rule of common law, order, decree, award, governmental approval, concession, grant, franchise, license, agreement, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any governmental authority, whether in effect as of the date hereof or thereafter, and in each case as amended, applicable to such Person or its subsidiaries or their respective assets. Without limiting the generality of the foregoing, with respect the Company, the term Applicable Law shall include the Act.

     “Articles” shall mean the Articles of Association of the Company, as may be amended from time to time.

     “Branton” shall have the meaning assigned to such term in the first paragraph hereof.

     “Business” shall mean the Company’s business of acquiring, holding, and selling investments in Portfolio Companies, and all activities incidental thereto.

     “Business Day” shall mean any day other than Saturday, Sunday, or a day on which the banks are authorized or required to remain closed in New York.

     “Capital Account” shall have the meaning assigned to such term in Section 10.1.

     “Clayburn” shall have the meaning assigned to such term in the first paragraph hereof.

     “Communications” shall have the meaning assigned to such term in Section 16.10.

     “Company” shall have the meaning assigned to such term in the first paragraph of this Agreement.

     “Company Securities” shall mean Shares and debt obligations of every kind of the Company, including without limitation options, warrants, and rights to acquire Shares or debt obligations.

     “Director” shall mean a director of the Company appointed in accordance with this Agreement, the Memorandum, and the Articles.

     “Defaulting Shareholder” shall have the meaning assigned to such term in Section 4.2.

     “Dispute” shall have the meaning assigned to such term in Section 15.2.

     “Equity Option” shall have the meaning assigned to such term in Section 11.1.

     “Equity Option Exercise Notice” shall have the meaning assigned to such term in Section 11.1.

     “Equity Option Payment” shall have the meaning assigned to such term in Section 11.2.

     “Equity Option Date” shall mean the date that the Company receives the Equity Option Exercise Notice.

     “Exercise Notice” shall have the meaning assigned to such term in Section 7.4(b).

     “Fair Market Value” shall mean, in respect of any Share as of any date specified, the price at which a willing seller would sell and a willing buyer would buy such Share having full knowledge of the facts in an arm’s-length transaction without being under any compulsion to buy or sell.

     “Fiscal Year” means the period beginning on January 1 and ending on December 31 of each year.

     “Founding Shareholder” shall mean Branton and Clayburn, either individually or collectively, as the case may be.

     “Founding Shareholder Approval” shall mean written consent of all of the Founding Shareholders.

     “ICC Rules” means the Rules of Arbitration of the International Chamber of Commerce, as amended from time to time.

     “Information” shall have the meaning assigned to such term in Section 13.1.

     “Initial Capital Contributions” shall mean, with respect to each of the Shareholders, the amounts listed next to such Shareholder’s name in Exhibit A to this Agreement in the column labeled “Initial Capital Contributions.”

     “Initial Capital Contribution Deadlines” shall mean the dates by which each of Branton and Clayburn shall make their respective Initial Capital Contributions, as set forth on Exhibit A to this Agreement in the column labeled “Initial Capital Contributions.”

     “Loss” shall have the meaning assigned to such term in Section 10.1.

     “Management Agreement” shall mean that certain Management Agreement by and between the Company and Management Company, as such agreement may be amended from time to time in accordance with the terms thereof.

     “Management Company” shall have the meaning assigned to such term in the first paragraph of this Agreement.

     “Margin Debt” shall mean indebtedness incurred by the Company for the purpose of buying, carrying, or trading in securities of the Portfolio Companies.

     “Memorandum” shall mean the Memorandum of Association of the Company, as may be amended from time to time.

     “Non-Defaulting Shareholder” shall have the meaning assigned to such term in Section 4.2.

     “Offer” shall have the meaning assigned to such term in Section 7.4(a).

     “Organizational Expenses” shall mean all reasonable third-party expenses attributable to the Parties’ organization and the Company, but shall not include costs and expenses incurred by a Party’s own employees and those agents who are working exclusively for such Party.

     “Original Shareholders Agreement” shall have the meaning assigned to such term in the Recitals.

     “Other Shareholders” shall have the meaning assigned to such term in Section 7.4(a).

     “Ownership Percentage” shall mean, with respect to each Shareholder, the amount listed next to such Shareholder’s name in Exhibit A to this Agreement in the column labeled “Ownership Percentage.”

     “Party” and “Parties” shall mean Clayburn, Branton, Management Company, and the Company, and any other Person that becomes a party to this Agreement in accordance with the terms hereof, either individually or collectively, as applicable, including their successors and permitted assigns.

     “Permitted Transferee” shall have the meaning assigned to such term in Section 7.3.

     “Person” shall mean any natural person, company, corporation, association, partnership, organization, business, firm, joint venture, trust, unincorporated organization or any other entity or organization, including a government, or any political subdivision, department or agency of any government.

     “Portfolio Companies” shall have the meaning assigned to such term in the Recitals.

     “Profit” shall have the meaning assigned to such term in Section 10.1.

     “Proposed Transferee” shall have the meaning assigned to such term in Section 7.4(a).

     “ROFR Notice” shall have the meaning assigned to such term in Section 7.4(a).

     “ROFR Percentage” means, in respect of any Other Shareholder, a fraction, the numerator of which is the Ownership Percentage of such Other Shareholder, and the denominator of which is the aggregate sum of the Ownership Percentages of all Other Shareholders.

     “ROFR Shareholders” shall have the meaning assigned to such term in Section 7.4(b).

     “Selling Shareholder” shall have the meaning assigned to such term in Section 7.4(a).

     “Shares” shall mean a share issued or to be issued by the Company.

     “Shareholder” and “Shareholders” shall mean Clayburn, Branton, and Management Company individually or collectively, as appropriate, so long as they may own any Shares, and shall also include any Person who hereafter acquires

Shares pursuant to and as permitted by this Agreement, the Articles, and the Memorandum.

     “Term Sheet” shall mean that certain Preliminary Term Sheet for Smart Hydrogen Inc dated October 10, 2005.

     “Warranties” shall have the meaning assigned to such term in Section 3.

     “Transfer” shall have the meaning assigned to such term in Section 7.1.

     “Unreturned Capital” shall have the meaning assigned to such term in Section 10.1.

     “United States Dollars” or “$” means the lawful currency of the United States of America.

1.2. Interpretation. Whenever appropriate within the context of this Agreement, the various provisions hereof shall be interpreted as follows: (i) use of the singular form of any word includes the plural and conversely; (ii) reference to a gender includes all genders; (iii) if a word or phrase is defined, its other grammatical forms shall have corresponding meanings; (iv) all references to the term “including” shall be deemed to mean “including, without limitation”; (v) references to Sections and Recitals are to the sections and recitals of this Agreement, and (vi) unless otherwise stated, any reference to “days” shall mean calendar days unless “Business Days” are expressly specified. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

2. FORMATION

2.1.

Formation. Pursuant to the Articles and Memorandum filed with the Registrar of Companies of the British Virgin Islands on October 11, 2005, an authorized representative has incorporated the Company pursuant to the provisions of the Act. The rights and liabilities of the Shareholders will be as provided in the Act except as otherwise provided in the Articles, Memorandum, or this Agreement. The Shareholders hereby agree that all actions taken by the authorized representative in connection with the filing of the Memorandum and Articles and the incorporation of the Company, are hereby ratified, adopted, approved, and confirmed.

2.2.

Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing. The Company is empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to, or convenient for, the furtherance and accomplishment of the purposes described herein and for the protection and benefit of the Company; provided, however, that the Company shall not conduct any trade or business within the United States.

2.3.	Organizational Expenses. All Organizational Expenses that are incurred by the Company prior to the Initial Capital Contributions shall be paid by the Founding Shareholders pro rata based on each Founding Shareholder’s respective Ownership Percentage as of the date hereof, and the payment of such Organizational Expenses shall not be deemed to be part of or credited toward satisfaction of a Founding Shareholder’s Initial Capital Contribution.
2.4.	Relationship to Memorandum and Articles. In the event of any inconsistency between this Agreement and the Memorandum or Articles, the Shareholders will use their rights as Shareholders so as to achieve the position set forth under this Agreement. If it is necessary to include a provision in the Memorandum or Articles to ensure that any provision of this Agreement is effective in accordance with its terms, the Shareholders undertake to procure the necessary amendment to the Articles or Memorandum, as applicable.
2.5.	Shares. Each of the Shareholders listed on Exhibit A is the holder of the number of Shares listed next to such Shareholder’s name on Exhibit A.

3. SHAREHOLDER REPRESENTATIONS AND WARRANTIES

               Clayburn, Branton, and Management Company each represents, undertakes, and warrants to the other Parties, severally, that each of the following statements set forth in Sections 3.1 through 3.4 (inclusive) below (the “Warranties”) is true and correct as of the date hereof, and acknowledges that the other Parties have entered into this Agreement in reliance upon the Warranties. Each of the Warranties shall be construed as a separate representation and warranty and (save as expressly provided to the contrary herein) shall not be limited or restricted by reference to, or inference from, the terms of any other Warranty or any other term of this Agreement.

3.1.	Organization and Good Standing. Such Party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.
3.2.	Power and Authorization. Such Party has the requisite right, power, and authority and full legal and financial capacity to enable it to effectively enter into and perform its obligations under this Agreement. Such Party has taken all necessary corporate action to authorize its entry into and performance of its respective obligations under this Agreement and to carry out the transactions contemplated thereby. Such Party is not engaged in any litigation or proceeding that might have an effect upon its capacity to perform its obligations under this Agreement.
3.3.	Binding Effect. This Agreement constitutes a valid and binding obligation of such Party and is enforceable against it in accordance with its terms, and such Party does not required the consent, approval, or authority of any other Person to enter into or perform its obligations under this Agreement.
3.4.	No Conflict. Neither the execution and delivery of this Agreement by such Party nor the performance by it of its obligations nor the consummation of the transactions contemplated hereby:

(a)	violates or conflicts with any provision of its organizational documents or any resolution adopted by such Party;
(b)	violates or conflicts with, or constitutes a default under, or results in a breach of, or gives rise to any rights of termination, cancellation or acceleration under, or requires any consent, authorization, or approval under, any term or provision of any material license, loan agreement, promissory note, indenture or other material contract to which it is a party or by which such Party or its assets or properties are bound; or
(c)	violates any provision of any statute, rule, or regulation (whether federal, state, local, or foreign), or any judicial, administrative, or arbitration order, award, judgment, writ, injunction, or decree to which it is party or to which its assets or properties are subject.

4. CAPITAL CONTRIBUTIONS

4.1. Initial Capital Contributions by Founding Shareholders.

(a)

Each Founding Shareholder shall contribute to the capital of the Company the Initial Capital Contributions applicable to such Founding Shareholder prior to the Initial Capital Contribution Deadline applicable to each such Initial Capital Contribution.

(b)

Each Founding Shareholder acknowledges and is aware that its commitment to provide its Initial Capital Contributions is a material inducement to the other Founding Shareholder to enter into the transactions contemplated by this Agreement, and that any failure to make all of its Initial Capital Contributions as and when and in the manner provided in this Section 4.1 would be a material breach of such Founding Shareholder’s obligations hereunder, entitling the other Founding Shareholder to all rights and remedies provided for in Section 4.2.

4.2. Failure to Make an Initial Capital Contribution. In the event that a Founding Shareholder (the “Defaulting Shareholder”) shall fail to contribute the full amount of an Initial Capital Contribution prior to the Initial Capital Contribution Deadline applicable to Initial Capital Contribution in accordance with Section 4.1, in addition to any other remedies afforded at law or in equity to the Company or the other Founding Shareholder (the “Non-Defaulting Shareholder”):

(a) The Company may, in its discretion, in accordance with the Act, forfeit the number of Shares held by such Defaulting Shareholder that is equal to the product of (i) the number of Shares listed next to such Founding Shareholder’s name on Exhibit A, multiplied by (ii) a fraction, the numerator of which is the amount of Initial Capital Contributions actually made by such Founding Shareholder, and the denominator of which is the amount of Initial Capital Contributions required to be made by such Founding Shareholder as of such date. In the event the Company forfeits all or a portion of a Defaulting

Shareholder’s Shares, the Company shall promptly amend Exhibit A accordingly to reflect such cancellation of Shares and the Defaulting Shareholder shall return to the Company the any certificate(s) representing any portion of the forfeiting Shares.

(b)	The Non-Defaulting Shareholder may, at its discretion, contribute to the capital of the Company all or any portion of the outstanding amount of the Defaulting Shareholder’s Initial Capital Contribution.
(c)	Without derogating any of the Non-Defaulting Shareholder’s rights or remedies at law or in equity, and only in addition thereto, the Non-Defaulting Shareholder may, in its discretion, pursue a claim against the Defaulting Shareholder for any costs, expenses, losses, and liabilities incurred or suffered by the Non-Defaulting Shareholder as a result of the Defaulting Shareholder’s failure to contribute the full amount of its Initial Capital Contribution, including any losses or dilution to the Non-Defaulting Shareholder’s equity in the Company that results from the sale of the Shares to an alternate investor.
(d)	If the Non-Defaulting Shareholder contributes to the capital of the Company all or any portion of a Defaulting Shareholder’s Initial Capital Contribution, then the Company shall issue to the Non-Defaulting Shareholder the appropriate number of Shares in exchange therefor, and the Company shall promptly amend Exhibit A to this Agreement accordingly to reflect the actual Initial Capital Contributions made by the Shareholders.

For purposes of clarity, each Party acknowledges and agrees that Management Company shall have no rights under this Section 4.2.

4.3.	[Reserved]
4.4.	Additional Capital Contributions. If at any time the Shareholders determine that the Company requires more capital than the sum the Initial Capital Contributions, then the Shareholders may, upon Founding Shareholder Approval, direct the Company to declare a capital call of a specified amount to be made upon the Shareholders (other than Management Company), pro rata based on their respective Ownership Percentages (an “Additional Capital Call”). The Company shall declare an Additional Capital Call by delivering notice thereof to each Shareholder (other than Management Company). Upon receipt of notice of an Additional Capital Call, each Shareholder (other than Management Company) shall have the right, but not the obligation, to fund its pro rata portion thereof (an “Additional Capital Contribution”) in the manner, in such currency, and within the time period specified by the Company in the notice of the Additional Capital Call.
4.5.	Election Not to Make Additional Capital Contribution. In the event that any Shareholder elects not to make its entire share of an Additional Capital Contribution, the other Shareholders (other than Management Company) shall be entitled to make Additional Capital Contributions to make up the shortfall, pro rata

based on the ratio that their respective Ownership Percentages shall constitute of the total Ownership Percentage of all Shareholders electing to fund the Additional Capital Call. Upon the payment of an Additional Capital Contribution, the Company shall promptly issue to each Shareholder that made an Additional Capital Contribution that number of additional Shares as shall be determined by dividing the amount of such Shareholder’s Additional Capital Contribution by the Fair Market Value (as determined by the Company, and approved by Founding Shareholder Approval) of each Share prior to the Additional Capital Contribution; provided, however, that any such issuance shall comply with Section 8 of this Agreement.

4.6.

No Further Contributions or Loans. Except as expressly provided herein, the liability of Shareholders to the Company shall be restricted to their respective Initial Capital Contributions, and no other funds, by way of capital contribution, loan, guarantee, or otherwise shall be required of any Shareholder. No interest shall accrue on any capital contribution and no Shareholder shall have the right to withdraw or have repaid to it any capital contribution except as expressly provided in this Agreement.

4.7.

No In-Kind Capital Contributions. Unless otherwise expressly agreed by the Parties in writing, all capital to be contributed to the Company shall be made in cash and in U.S. dollars.

5. MANAGEMENT OF THE COMPANY

5.1.

Conduct of the Business. The Director(s) shall have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company; provided, however, that the Director(s) shall not have authority, without Founding Shareholder Approval, to take any action that requires the approval of the Founding Shareholders under the Articles, the Memorandum, Applicable Law, the Management Agreement, or this Agreement, (including without limitation, approvals required by Section 5.2).

5.2.

Actions Requiring Founding Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company shall not take any of the following actions without Founding Shareholder Approval, and the Founding Shareholders shall use their respective powers to ensure, so far as they are legally able, that no action or decision relating to any of the following actions is taken without prior Founding Shareholder Approval:

(i)	sell, issue, redeem, or repurchase any Company Securities;
(ii)	declare any dividend or distribution with respect to the Shares;
(iii)	purchase, lease, exchange, or otherwise acquire any assets (including securities) in a single transaction or a series of related transactions, if such assets constitute (or would constitute) material assets of the Company;

(iv)	sell, lease, exchange, or otherwise dispose of any assets (including securities) in a single transaction or a series of related transactions, if such assets constitute material assets of the Company;
(v)	merge or consolidate with any other business or entity;
(vi)	dissolve, liquidate, or wind-up the Company, or convert the Company to a different type of legal entity;
(vii)	file any tax return or other tax filing, notice, application, or other document;
(viii)	change the name of the Company;
(ix)	commence a voluntary liquidation, bankruptcy, or similar proceeding;
(x)	enter into an “interested director transaction” as described in Regulation 13 of the Company’s Articles;
(xi)	enter into a transaction or contractual relationship with a Shareholder or an Affiliate of a Shareholder;
(xii)	settle or compromise legal actions, tax claims, or audit adjustments in amounts in excess of $500,000;
(xiii)	enter into any agreement to register or qualify Company Securities with the United States Securities and Exchange Commission under the Securities Act of 1933 or any U.S. state securities laws;
(xiv)	incur any indebtedness or refinance existing indebtedness in excess of $500,000;
(xv)	incur or refinance any Margin Debt;
(xvi)	make any loan or advance to any Person except (i) in connection with the formation of wholly-owned subsidiaries of the Company, and (ii) reasonable travel or business expenses advanced to the Company’s employees or independent contractors in the ordinary course of business;
(xvii)	enter into or amend any contract or commitment which involves (or may involve) in excess of $250,000 or which is otherwise material to the Company;
(xviii)	save as required by Applicable Law, make any amendment to the terms and conditions of employment (including, without limitation, remuneration, pension entitlements, and other benefits) of any employee, providing or agree to provide any gratuitous payment or benefit to any

such Person or any of their dependants, or dismissing any employee or engaging or appointing any additional employee;

(xix)	exercise any voting, board appointment, board nomination, or similar rights relating to any securities of any Portfolio Company held by the Company;
(xx)	institute a legal action against any Portfolio Company;
(xxi)	enter into, amend, modify, or terminate the Management Agreement or any other oral or written agreement or commitment with Management Company or any other Person that provides management or administrative services for the Company, or grant any waiver or consent under the Management Agreement or any other such agreement or commitment;
(xxii)	determine if any bonus fee should be paid to Management Company and, if so, determine the amount of such bonus fee and the establish any terms and conditions relating to the payment of any such bonus fee;
(xxiii)	amend, to any material extent, any of the terms on which goods, facilities, or services are supplied to the Company if such supplies are material to the Company;
(xxiv)	enter into any guarantee, indemnity, or other agreement to secure any obligation of a third party or creating any encumbrance over any of the Company assets or undertaking to do any of the foregoing;
(xxv)	make a significant change in accounting or tax principles employed by the Company;
(xxvi)	remove a Director from office;
(xxvii)	appoint a Person to be a Director on or after the date hereof, either to fill a vacancy or as an addition to existing Director(s);
(xxviii)	change the number of Directors;
(xxix)	conduct a business other than the Business or cause or permit the Company to enter into contractual obligations outside of the ordinary course of the Company’s Business, or cause the Company to engage in any activity that would constitute the conduct of a trade or business within the United States;
(xxx)	approve the Company’s annual budget;
(xxxi)	incur or pay Administrative Expenses in any Fiscal Year in excess of 1% of the Initial Capital Contributions;

(xxxii)	make any capital expenditure or commitment thereof in the aggregate in excess of 10% greater than the amount provided for in the annual budget for such year;
(xxxiii)	declare an Additional Capital Call;
(xxxiv)	determine the Fair Market Value of a Share;
(xxxv)	make an amendment or modification to the Articles or Memorandum;
(xxxvi)	amend this Agreement; and
(xxxvii)	enter into any binding agreement to do any of the foregoing.

5.3. Ratification of Appointment of Initial Director. The Founding Shareholders hereby ratify and confirm the incorporator’s appointment of Sergey Polikarpov as the initial Director of the Company on October 11, 2005. The Parties acknowledge and agree that Mr. Polikarpov shall hold such office until his removal by the Founding Shareholders in accordance with this Agreement or his earlier resignation or death.

6. COVENANTS OF THE COMPANY

6.1.	Access. The Company shall permit appropriate representatives of a Shareholder (including such Shareholder’s outside lawyers and accountants) to review and inspect any of the books and records (including without limitation the items listed in Section 6.5), assets, and properties of the Company and its subsidiaries, if any, at such times and as often as may be reasonably requested. The Company will make its Director(s), officers, and independent accountant available to Shareholders to discuss the affairs, finances, and accounts of the Company at such reasonable times and as often as may be reasonably requested. To the extent the Company enjoys such rights of access and inspection with respect to the books, records, assets, and properties of any Portfolio Company, the Company shall enable the Shareholders to exercise the same upon reasonable notice to the Company.
6.2.	Fiscal Periods. The Company and its subsidiaries, if any, shall observe twelve month fiscal periods ending on December 31 of each year.
6.3.	Periodic Fiscal Reports. The Company shall prepare and provide to each Shareholder, quarterly and annual financial reports in a form acceptable to the Shareholders.
6.4.	Portfolio Company Financial Statements. The Company shall provide each Shareholder with copies of each audited and unaudited financial statement of any Portfolio Company that is provided to the Company.
6.5.	Books and Records. The Director(s) shall cause to be kept, accurate, complete and proper books, records and accounts pertaining to the Company’s affairs, including: (i) a list of Shareholders and their respective Initial Capital Contributions and any

Additional Capital Contributions, Shares held of record and Ownership Percentages; (ii) a copy of the organizational documents of the Company and any amendments thereto; (iii) copies of the Company’s tax returns; and (iv) the Company’s books and records. All books, records and accounts of the Company shall be kept at its registered office or such other office as the Director(s) shall determine.

6.6. Reporting and Information Requirements. The Director(s) shall be obliged to provide to each of the Shareholders:

(a)

prompt notice of any actual or threatened legal action, suit or claim, or any administrative or governmental investigation or proceeding, instituted or threatened against the Company or any of its subsidiaries, or of any occurrence or dispute that involves a reasonable threat of action, suit, claim, investigation or proceeding being instituted, which in any case would have a material adverse effect upon the Company; and

(b)

with reasonable promptness, such other information relating to the finances properties, business and affairs of the Company or its subsidiaries as any Shareholder may reasonable request.

7. TRANSFER OF SHARES

7.1.	Limitations upon Transfer. No Shareholder shall, directly or indirectly, voluntarily or involuntarily, sell, hypothecate, pledge, encumber, assign, dispose, or in any other manner transfer (“Transfer”) any Shares except subject to the terms and conditions of and as provided in this Agreement and the Memorandum and Articles. Each Shareholder shall indemnify and hold the Company and each other Shareholder wholly and completely harmless from any cost, liability, or damage (including liabilities for income taxes and costs of enforcing this indemnity) incurred by such indemnified Persons as a result of a Transfer or attempted Transfer by such Shareholder in violation of this Agreement and the Memorandum and Articles. In the event that any Shareholder shall attempt to Transfer, in any way, all or any part of its Shares in violation of this Agreement, any such attempted Transfer shall not be effective to Transfer any Shares to any proposed transferee and the Company shall not recognize such purported Transfer for any purpose whatsoever.
7.2.	No Transfers by Management Company. Management Company shall not Transfer or attempt to Transfer its Shares to any Person at any time without the prior, express, written consent of Branton and Clayburn.
7.3.	Permitted Transfers by Certain Shareholders. Notwithstanding any provision of this Agreement to the contrary, each Shareholder other than Management Company shall be entitled, at any time, to Transfer any or all of its Shares to an Affiliate of such Shareholder (a “Permitted Transferee”); provided, however, that in the case of any such Transfer, such Shareholder shall have (i) complied with Section 7.5; and (ii) provided the other Shareholders and the Company with (A) written notice of such proposed transfer at least 10 calendar days prior to the consummation of such

Transfer, stating the name and address of the Permitted Transferee and the relationship between the transferring Shareholder and the Permitted Transferee and (B) all documents required by Section 7.5.

7.4. Right of First Refusal.

(a)

If any Shareholder other than Management Company (a “Selling Shareholder”) wishes or intends to Transfer all or part of its Shares to any Person other than a Permitted Transferee, pursuant to a bona fide offer (“Offer”) by such Person (a “Proposed Transferee”), such Selling Shareholder shall give written notice of such intention (a “ROFR Notice”) to the other Shareholders (except Management Company) (the “Other Shareholders”). The ROFR Notice shall include a copy of the Offer, and shall set forth the following information in respect of the Offer: (i) the name and address of the Proposed Transferee; (i) the number of Shares subject to the Offer; (iii) the per Share purchase price offered by such Proposed Transferee for such Shares; (iv) the proposed date of closing of such purchase; and (v) all other material terms and conditions of the Offer.

(b)

The giving of a ROFR Notice to the Other Shareholders shall constitute a binding, irrevocable offer by the Selling Shareholder to sell all of the Shares that are the subject of the Offer to the Other Shareholders on the following terms:

(i) each of the Other Shareholders shall have the right, but not the obligation, to purchase from the Selling Shareholder all or a portion of the Shares that are the subject of the Offer at the price and on the same terms and conditions set forth in the ROFR Notice. Such right shall be exercisable by a Other Shareholder giving written notice to the Selling Shareholder, with a copy to the Company (“Exercise Notice”), at any time prior to the 20th calendar day after such Other Shareholder’s receipt of a ROFR Notice that such Other Shareholder elects to acquire all or any portion of the Shares to be Transferred as described in the ROFR Notice. Each Other Shareholder that timely sends such an Exercise Notice shall be a “ROFR Shareholder.” Such Exercise Notice shall set forth the number of Shares such ROFR Shareholder desires to purchase, which may be more or less than, or equal to, such Shareholder’s ROFR Percentage of the Shares that are the subject of the Offer (but in no event in excess of the amount of Shares that are the subject of the Offer). Each ROFR Shareholder shall have the right to purchase up to its ROFR Percentage of the Shares that are the subject of the Offer. In the event that one or more ROFR Shareholders have specified that they wish to purchase more than their respective ROFR Percentage of the Shares that are the subject of the Offer, the ROFR Shareholders shall be entitled to purchase the Shares that are the subject of the Offer on the following basis:

(A)

if the aggregate amount of Shares requested to be purchased by all ROFR Shareholders pursuant to their respective Exercise Notices is equal to or less than the amount of the Shares that are the subject of the Offer, all such ROFR Shareholders shall purchase such Shares in the full amount set forth in their respective Exercise Notices; and

(B)

if the amount of Shares requested to be purchased by all ROFR Shareholders pursuant to their respective Exercise Notices is in excess of the amount of Shares that are the subject of the Offer, then (1) each ROFR Shareholder shall be entitled to purchase an amount of the Shares that are the subject of the Offer equal to the lesser of (x) such ROFR Shareholder’s ROFR Percentage of such Shares, and (y) the maximum amount of Shares specified in the Exercise Notice delivered by such ROFR Shareholder, and (2) the remaining available Shares (if any) shall be allocated pro rata by and among those ROFR Shareholders who have requested to purchase an amount of Shares in excess of their respective ROFR Percentage of the Shares that are the subject of the Offer, based on the ratio of the amount of Shares such ROFR Shareholder has requested in excess of its ROFR Percentage of the Shares that are the subject of the Offer, divided by the aggregate of all Shares in excess of the respective ROFR Percentages of the Shares that are the subject of the Offer that have been requested by all ROFR Shareholders.

(ii) to the extent the operation of the provisions of this Section 7.4 do not result in the Other Shareholders electing to purchase all of the Shares that are the subject of any Offer and ROFR Notice, the Selling Shareholder shall promptly send a further notice to each ROFR Shareholder of such fact, identifying the amount of Shares that remain available; such further notice shall constitute an offer from the Selling Shareholder to sell such remaining Shares on the terms and conditions set forth in the ROFR Notice. Within 5 calendar days after delivery of such further notice, each ROFR Shareholder may deliver a supplemental notice to the Selling Shareholder notifying the Selling Shareholder of the amount of such remaining Shares that any such ROFR Shareholder elects to purchase. If such supplemental notices indicate that the ROFR Shareholders wish to purchase more than the remaining available Shares, such Shares shall be allocated pro rata among the ROFR Shareholders, as appropriate, based on the respective amounts of Shares requested in all such supplemental notices.

(c) Except as set forth in Section 7.4(d), an Exercise Notice given pursuant to Section 7.4(b), when taken together with the ROFR Notice given, will constitute a binding legal agreement on the terms and conditions set forth therein.

(d)	Notwithstanding the foregoing provisions of this Section 7.4, if, after completion of the foregoing procedures under this Section 7.4, the Other Shareholders fail to elect to purchase all of the Shares that are the subject of any ROFR Notice, then (i) unless the Selling Shareholder consents otherwise, the Other Shareholders shall not be entitled to purchase any of the Shares pursuant to this Section 7.4 in connection with the applicable Offer, and (ii) the Selling Shareholder may Transfer all (but not less than all) of such Shares to the Proposed Transferee in accordance with the terms and conditions set forth in the Offer. If the Selling Shareholder’s Transfer to the Proposed Transferee is not consummated in accordance with the terms of the Offer within 90 calendar days after the date of the ROFR Notice, the Offer shall be deemed to lapse, and the Selling Shareholder may not Transfer any of the Shares described in the Offer without complying again with the provisions of this Section 7.
(e)	The exercise or non-exercise by any Shareholder of the right to participate in any one or more sales of Shares pursuant to this Section 7.4 shall not adversely affect the right of such Shareholder to participate in subsequent sales of Shares pursuant to this Section 7.4.
(f)	For purposes of clarity, the Parties acknowledge and agree that Management Company shall have no rights under this Section 7.4.

7.5. Conditions to Transfer. Notwithstanding anything in this Section 7 or elsewhere in this Agreement to the contrary, no Transfer of Shares shall be made or shall be effective:

(a)

if such Transfer would (i) violate, conflict with, constitute a default under or result in a breach of; (ii) give rise to any right of termination, cancellation or acceleration under; or (iii) require any consent, authorization or approval under (unless such consent, authorization or approval has been obtained in advance), any agreement regarding the Company; or

(b)

unless the transferee of such Shares has executed and delivered to the Company (i) such documents or instruments as shall be required by the Company to ensure compliance with all applicable securities laws; and (ii) such documents and instruments, in form a substance satisfactory to the Shareholders, to confirm the agreement of the transferee to be bound by all the terms and provisions of this Agreement, the Articles, and the Memorandum with respect to the Shares acquired thereby.

7.6. Notice of Completion of Sale. Promptly after any Transfer to a Person other than an Other Shareholder, the Selling Shareholder shall notify the Company and the Other Shareholders of the consummation thereof and shall furnish the Company and the Other Shareholders with evidence of the completion of such Transfer in accordance with the terms of this Agreement and of the terms of such Transfer.

7.7. Amendment of Exhibit A. Upon the completion of any Transfer of Shares in accordance with this Agreement, the Company shall promptly amend Exhibit A to this Agreement to reflect such Transfer and provide the notice required by Section 16.5.

8. ISSUANCES OF ADDITIONAL SHARES

8.1.	Issuances to Shareholders. In addition to the requirement referred to in Section 5.2 for Founding Shareholder Approval, the Company shall not issue any shares to any Shareholder (whether in connection with an Additional Capital Call or otherwise) unless such Shareholder has executed and delivered to the Company such documents or instruments as shall be required by the Company to ensure compliance with all applicable securities laws.
8.2.	Issuances to Non-Shareholders. In addition to the requirement referred to in Section 5.2 for Founding Shareholder Approval, the Company shall not issue any Shares to any Person other than a Shareholder unless such Person has executed and delivered to the Company (i) such documents or instruments as shall be required by the Company to ensure compliance with all applicable securities laws; and (ii) such documents and instruments, in form a substance satisfactory to the Shareholders, to confirm the agreement of such Person to be bound by all the terms and provisions of this Agreement, the Articles, and the Memorandum with respect to the Shares acquired thereby.
8.3.	Amendment of Exhibit A. Upon the issuance of additional Shares to any Person, the Company shall promptly amend Exhibit A to this Agreement accordingly to reflect such issuance, and such amendment shall be effective as of the date necessitating such amendment. The Company shall notify the Shareholders of any such amendment in accordance with Section 16.5.
8.4.	No Pre-emptive Rights. The Shareholders shall not have pre-emptive rights with respect to any issuance of Company Securities by the Company.

9. TAX MATTERS

9.1.

Partnership for United States Tax Purposes. It is the intention of the Shareholders that the Company be classified as a partnership for Unites States federal (and applicable state) tax purposes for all periods for which the Company’s classification in relevant for such tax purposes, and that this Agreement be the applicable partnership agreement. Accordingly, the Shareholders agree that at such time as the Company’s classification becomes relevant for such tax purposes the Company will file an election to be so classified with the Internal Revenue Service.

9.2.

Management Company Shares. Shares issued to Management Company as provided herein shall be deemed issued for future services pursuant to sections 2.3 and 2.4 of the Articles; and the Director(s) are authorized and directed to adopt the appropriate resolution to accomplish that result.

9.3. Override of Articles and Memorandum. To the extent required to implement the sharing of profits, losses, and distributions provided herein, the Shareholders consent to the variation in the rights attached to the Company’s stock as provided in article 8 of the Memorandum; and further, the Shareholders hereby instruct the Director(s) to implement the Company’s dividend policy, set forth in article 18 of the Articles, in such a way that the aforesaid sharing of profits, losses, and distributions be accomplished.

10. ALLOCATIONS OF PROFITS AND LOSSES AND DISTRIBUTIONS

10.1.	Additional Definitions. For purposes of this Section 10, the following terms shall have the meanings indicated:
	“Capital Account” of a Shareholder shall mean the amount contributed by such Shareholder as an Initial Capital Contribution or Additional Capital Contribution; increased by such Shareholder’s allocable share of Profits and reduced by (i) such Shareholder’s allocable share of Losses and (ii) distributions to such Shareholder pursuant to Section 10.2, below.
	“Unreturned Capital” of the Founding Shareholders shall mean their Initial Capital Contributions as well as any Additional Capital Contributions made to the Company minus distributions to the Founding Shareholders pursuant to Section 10.2 below.
	“Profit” or “Loss” shall mean the positive or negative difference, respectively, of the Company’s items of income and gain (as would be determined for United States federal income tax purposes) minus the Company’s items of deduction and loss (similarly determined).

10.2. Distributions. Distributions from the Company shall be made to the Shareholders in the following proportions:

(a)	to the Founding Shareholders, in the ratio of their respective Unreturned Capital, until their Unreturned Capital is zero; then
(b)	85% to the Founding Shareholders, in the ratio of their Ownership Percentages and 15% to Management Company.

10.3. Allocation of Profit and Losses for United States Federal Income Tax Purposes.

(a) Profits of the Company shall be allocated as follows: (i) First, to Shareholders having negative Capital Accounts, in proportion thereto, until such Capital Accounts are increased to zero; (ii) Next, to the Founding Shareholders to the extent necessary to increase their Capital Accounts to the amount of their Unreturned Capital; and (iii) Next, to the Shareholders in the ratio of 85% to the Founding Shareholders in proportion to their Ownership Percentages and 15% to Management Company.

(b)

Losses of the Company shall be allocated as follows: (i) First, to the extent that any Profits have theretofore been allocated to Shareholder(s) pursuant to Section 10.3(a)(iii), then Losses shall be allocated to such Shareholder(s) in the same amounts and same ratios as such Profits; (ii) Next, to the extent that any Profits have theretofore been allocated to Shareholder(s) pursuant to Section 10.3(a)(ii), then Losses shall be allocated to such Shareholder(s) in the same amounts and same ratios as such Profits; (iii) Next, to the extent that any Profits have theretofore been allocated to Shareholder(s) pursuant to Section 10.3(a)(i), then Losses shall be allocated to such Shareholder(s) in the same amounts and same ratios as such Profits; and (iv) Next, to the Shareholders, in the ratio of their Capital Accounts.

(c)

The Parties acknowledge and agree that this Section 10.3 solely governs the allocation among the Shareholders of Profits and Losses for United States federal income tax purposes should such allocation ever become necessary, and that Section 10.2 governs the distribution of funds from the Company to the Shareholders.

10.4. No Liability for Negative Capital Accounts. No Shareholder shall have any obligation to contribute to the Company the amount (if any) of its negative Capital Account.

11. MANAGEMENT COMPANY’S EQUITY OPTION

11.1.

Equity Option. At any time after February 15, 2009, Management Company shall have the option (the “Equity Option”) to require the Company to redeem all of the Shares held, directly or indirectly by Management Company’s and its Affiliates (if any) in accordance with this Section 11. In order to exercise the Equity Option, Management Company shall deliver (in accordance with Section 16.10) to the Company and other Shareholders the Equity Option Exercise Notice, substantially in the form as that attached hereto as Exhibit B (the “Equity Option Exercise Notice”), in which Management Company shall irrevocably agree to have all of its (and any Affiliates’) Shares redeemed by the Company in exchange for the Equity Option Payment (as defined herein) pursuant to this Section 11.

11.2.

Calculation of Equity Option Payment. The amount of the cash distribution to be made by the Company to Management Company in connection with Management Company’s exercise of the Equity Option and redemption of its Shares (the “Equity Option Payment”) shall be equal to the amount of distributions that Management Company would be entitled to under this Agreement if the Company were to sell all of the securities of the Portfolio Companies then owned by the Company, pay in full all Margin Debt then owed by the Company, and then promptly thereafter distribute the Company’s residual cash to the Shareholders pursuant to Section 10.2. For purposes of calculating the Equity Option Payment, the Company shall be deemed to have sold all securities of Portfolio Companies that the Company owns on the Equity Option Date for an amount equal to the Fair Market Value (as defined herein) of such securities as of such date.

11.3.	Payment of Equity Option Payment. Within 60 calendar days of the Equity Option Date (or such other later date as the Company and Management Company may agree), the Company shall distribute to Management Company an amount equal to the Equity Option Payment in complete redemption of all of the Shares held by Management Company and its Affiliates (if any). Management Company shall execute and deliver (and cause its Affiliates holding any Shares to execute and deliver) such documents, certificates, and other instruments which may be reasonably requested by the Company to evidence such redemption.
11.4.	Determination of “Fair Market Value”. As used in this Section 11, the term “Fair Market Value” shall mean the aggregate fair market value as determined in accordance with this Section 11.4 (it being understood and agreed that any determination of Fair Market Value pursuant to this Section 11.4 shall take into account any premium or discount for marketability, if applicable).
	In each instance, the Fair Market Value shall be agreed in writing between Management Company and the Company. If Management Company and Company cannot agree upon the Fair Market Value within a reasonable period of time (not to exceed one calendar month), the Fair Market Value shall be determined by a firm of investment bankers headquartered in the United States or the United Kingdom of recognized international standing agreed upon in writing by Management Company and the Company. Management Company and Company shall share the expense of such investment banking firm equally. In the event that Management Company and Company cannot agree on an investment banking firm, the Fair Market Value shall be determined by two independent investment banking firms headquartered in the United States or the United Kingdom of recognized international standing, one selected by Management Company and one selected by Company. The Fair Market Value shall be the average of the two calculations; provided, however, that if the higher of the two calculations exceeds the lower calculation by an amount in excess of 10%, then the Fair Market Value shall be determined in accordance with the procedure set forth in the following four sentences. Within 10 Business Days of delivery of Management Company calculation and the Company calculation, a third investment banking firm headquartered in the United States or the United Kingdom of international standing will be chosen by mutual agreement of the investment banking firms selected by Management Company and the Company. The third investment banking firm shall calculate what deems to be the Fair Market Value. The Fair market Value shall be the average of the third investment banking firm’s calculation and the calculation of the independent investment banking firm closest to the third investment banking firm’s calculation. In the event the two independent investment banking firms cannot mutually agree to a third investment banking firm, such third investment banking firm shall be appointed by the President of the International Chamber of Commerce. Each of Management Company and the Company shall bear its own expense for the calculation of the investment banking firm nominated by it and Management Company and the Company shall share the expense of the third investment banking firm equally, if required.

12. LIMITATION OF LIABILITY

12.1.	Liability. To the fullest extent permitted by Applicable Law, the debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company, and no Shareholder, Director, or Affiliate of any of the foregoing shall be obligated personally for any such debt, obligation, or liability of the Company solely by reason of being a Shareholder, Director, or Affiliate of any of the foregoing.
12.2.	Reliance Upon Agreement. To the fullest extent permitted by Applicable Law, no Shareholder or Director shall be liable to the Company, any Shareholder, or any other Person for any loss or liability arising out of any act or omission in connection with the Company taken or omitted by such Person in good faith reliance on the provisions of this Agreement.
12.3.	Exculpation.

(a)

To the fullest extent permitted by Applicable Law, and except as otherwise expressly provided herein, no Shareholder or Director shall be liable to the Company or any Shareholder for any loss or liability (including any direct or indirect consequential losses, loss of profit and loss of reputation, damages, claims, demands, proceedings, costs, expenses, penalties, legal and other professional fees and costs) arising out of any act or omission of such Person in connection with the Company to the extent that such act or omission was taken or omitted in good faith and in a manner such Person reasonably believed to be in the best interests of the Company or permitted by this Agreement, and the aforesaid exclusion of liability shall apply howsoever such loss or liability arises, and whether in contract, tort, or otherwise, and whether caused in whole or in part by the negligence of, or breach of contract, or breach of duty (statutory or otherwise) by such Shareholder or Director.

(b)

To the fullest extent permitted by Applicable Law, the Company undertakes to hold harmless, indemnify, and to keep indemnified, the Shareholders and Directors against all losses or liabilities (including any direct or indirect consequential losses. loss of profit and loss of reputation, damages claims, demands proceedings, costs, expenses, penalties, legal and other professional fees and costs) which may be suffered or incurred by any of them and which arise directly or indirectly in connection with them relying in good faith upon the records of the Company and upon such information, opinions, reports, or statements presented to the Company by any Person as to matters such the Company believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, and the aforesaid indemnity shall apply howsoever such losses or liabilities arise, and whether in contract, tort, or otherwise and whether caused in whole or in part by the negligence of, or breach of contract, or breach of duty (statutory or otherwise) by, such Shareholders or Directors.

13. CONFIDENTIALITY

13.1.

Confidentiality and Ownership of Information. All information (“Information”) furnished or disclosed by the Company to the Shareholders pursuant to this Agreement, whether in writing or orally, shall be deemed the property of the Company and, when in tangible form, shall be returned to the Company upon request. All Information shall be held in confidence by the receiving Shareholder and shall be used by the receiving Shareholder only for the purpose of evaluating its investment in the Company. The receiving Shareholder shall promptly notify the Company of any request by any court, tribunal, governmental agency, or other third party for disclosure by the receiving Shareholder of any of the Information, and shall cooperate with the Company in its efforts to maintain the confidentiality of such Information. Notwithstanding the foregoing, Information shall not include any information that: (i) was known to the receiving Shareholder prior to the date of delivery (as documented by a dated writing); (ii) was publicly known or available prior to its delivery or that may become so without breach of this Agreement by the receiving Shareholder; or (iii) was provided to the receiving Shareholder by any third party not subject to any restriction upon disclosure.

13.2.

Restrictions on Use. Each Shareholder agrees that it shall not, and shall to the extent practicable cause other Persons not to, use any Information, except as specifically provided in this Agreement or as otherwise expressly authorized in writing by the Company.

14. TERMINATION

14.1.

Termination Events. This Agreement shall terminate and shall have no further force and effect as of the earlier of: (i) the first date upon which any Company Securities shall be offered by the Company to the public pursuant to an effective registration statement filed under the securities laws of any governmental authority with jurisdiction over such offer; (ii) the written agreement of the Founding Shareholders that this Agreement shall be terminated, as of the date of such agreement; or (iii) the distribution of all of the Company’s interests in the Portfolio Companies in connection with the liquidation of the Company.

14.2.

Effect of Termination. Termination of this Agreement shall not (i) relieve any Party from any liability or obligation for any matter, undertaking, or condition which has not been done, observed, or performed by such Party before such termination; or (ii) affect the terms of Sections 13, 14, 15, and 16.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, English law.

15.2. Dispute Resolution.

(a)	Any dispute (a “Dispute”) arising out of or in connection with this Agreement shall be finally settled under the ICC Rules by three arbitrators appointed in accordance with the ICC Rules. The seat of the arbitration shall be London, England and the language of the arbitration shall be English.
(b)	Unless the Parties agree on the identity of a sole arbitrator, an arbitral panel of three arbitrators shall be established according to the ICC Rules in force at the time such arbitration is commenced.
(c)	The award which shall be provided with written reasons, given in any arbitration under this Section 15 shall be final and binding on the Parties and each Party waives any rights of appeal to any courts on any question of law to the fullest extent permitted by Applicable Law. In addition, Parties shall not have the right to commence or continue any legal proceeding concerning a claim or dispute under this Agreement until the claim or dispute has been determined according to the arbitration procedure, and then only to enforce or facilitate the execution of such arbitration award.
(d)	Should a Party be required to institute any arbitration to enforce any provision of this Agreement, then the prevailing Party in such arbitration shall be entitled to recover its reasonable legal fees in addition to any other relief it may be entitled to under Applicable Law.
(e)	The Parties shall continue to perform this Agreement during arbitration proceedings.

16. MISCELLANEOUS

16.1.

Further Assurances. Each of the Parties agrees to perform (or procure the performance of) all future acts or things, and execute and deliver (or procure the execution and delivery of) such further instruments and documents as may be required by Applicable Law or as may be necessary or reasonably desirable to implement and/or give effect to this Agreement, including without limitation actions required by Section 2.4. Where any obligation in this Agreement is expressed to be undertaken or assumed by any Party, such obligation is to be construed as requiring the Party concerned to exercise all rights and powers of control over the actions of any other Person that such Party is able to exercise (directly or indirectly) in order to secure performance of the obligations.

16.2.

Relationship of the Parties. Nothing in this Agreement, the Articles, or the Memorandum shall be interpreted as constituting (i) the relationship of the Shareholders as a partnership, quasi-partnership, association or any other relationship in which one or more of the Shareholders may (except as specifically provided in this Agreement) be liable generally for the acts of omissions of any other Shareholders; or (ii) any Shareholder as the general agent or representative of

any other Shareholder of the Company (except as specifically provided in this Agreement).

16.3.	Severability. Any provision of this Agreement that may be determined by competent authority to be invalid or unenforceable in any jurisdiction shall, as to such jurisdiction and so far as invalid or unenforceable, be given no effect and shall be deemed not to be included in this Agreement but without invalidating the remaining provision of this Agreement, and any such prohibition or unenforceability in such jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
16.4.	Entire Agreement. This Agreement (including the instruments expressly referred to herein) constitutes the full and entire understanding and agreement among the Parties in respect of the subject matter of this Agreement. This Agreement cancels and supersedes all prior understandings, negotiations, and agreements among the Parties, including the Term Sheet and Original Shareholders Agreement, with regard to the subject hereof.
16.5.	Modification and Amendment; Notice of Amendment. Except for amendments to Exhibit A hereto by the Company expressly permitted by this Agreement, this Agreement may not be modified or amended except in writing and signed by all of the Parties. Upon any amendment of Exhibit A by the Company in accordance with the terms of this Agreement, the Company shall promptly send written notice of such amendment to all of the Shareholders, which notice shall include a copy of Exhibit A, as amended.
16.6.	Waiver. No Party shall be deemed to have waived compliance by any other Party with any provision of this Agreement unless such waiver is in writing. No failure or delay by a Party in exercising any right or remedy provided by law under or pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or future exercise of it or the exercise of any other right or remedy.
16.7.	Successors and Assigns. This Agreement shall be binding on the Parties and their respective successors and permitted assignees.
16.8.	Assignment No Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Parties.
16.9.	No Rights Under Contracts (Rights of Third Parties) Act 1999. A Person who is not a Party shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
16.10.	Notices. Any demand, notice, or other communication to be made or given in connection with this Agreement (a “Communication”) shall be made or given in writing and delivered by personal delivery or by fax or by recognized express delivery service to the recipient as follows:

To Clayburn:	Clayburn Development Inc.
	Pasea Estate
	Road Town, Tortola
	British Virgin Islands
	Attention: Pasqual Siegfried
	Fax No.: 41-22-810-17-19
To Branton:	Branton Limited
	Kings Court, 1st Floor, Bay Street
	P.O. Box N-3944
	Nassau, Bahamas
	Attention: Maria Lambrianidou
	Fax No.: 357-25-331-719
To Management Company:	Ciata Trading Limited
	Trust Offices
	P.O. Box 3540
	Road Town, Tortola
	British Virgin Islands
	Attention: Lilia Fella
	Fax No.: 357-25-33-17-19
	with a copy (which shall not constitute
	notice) to:
	Sergey Polikarpov
	4 University Road, Suite #405
	Cambridge, MA 02138
	United States of America
	Telephone No.: (617) 230-7810
To the Company:	Smart Hydrogen Inc.
	c/o Interros Holding Company
	9, Bolshaya Yakimanka Street
	119180 Moscow
	Russian Federation
	Attention: Marianna Zakharova
	Telephone No.: 7-495-785-63-61
	Fax: No. 7-495-785-63-62
	with copies (which shall not constitute
	notice) to:
	Baker Botts L.L.P.
	The Warner
	1299 Pennsylvania Avenue, N.W.

Washington, DC 20004-2400

United States of America

Attention: Gregory J. Golden

Telephone No.: (202) 639-7759

Fax No.: (202) 585-1025

and to:

Sergey Polikarpov

4 University Road, Suite #405

Cambridge, MA 02138

United States of America

Telephone No.: (617) 230-7810

	or such other address or individual as may be designated by a Communication from the party to another. Any Communication shall be conclusively deemed to have been given on the day of actual delivery thereof.
16.11.	Equitable Remedies. The rights and remedies of each of the Parties under or pursuant to this Agreement are cumulative, may be exercised as often as such Party considers appropriate, and are in addition to its rights and remedies under general law. Without prejudice to the generality of the foregoing, because of the difficulty of measuring economic losses that would result to the Company or the Shareholders due to any given breach of this Agreement, and because of the immediate and irreparable harm that any such breach could cause to the Company or the Shareholders, the Company and each Shareholder acknowledges and agrees that the Company and/or any Shareholder may bring a claim for specific performance, or any other applicable interim or equitable remedy in connection with a breach (or anticipated breach) of this Agreement.
16.12.	Section Headings. The division of this Agreement into Sections and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement.
16.13.	Costs and Expenses. Subject to Section 2.3, each Party shall pay its own costs, changes, and other expenses (including taxation) incurred in connection with the negotiation, preparation, and completion of this Agreement.
16.14.	Counterparts. This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

          IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first written above.

CLAYBURN DEVELOPMENT, INC.
By:	/s/ Sergey Gorskiy
Name:	Sergey Gorskiy
Title:	Attorney-in-Fact
BRANTON LIMITED
By:	/s/ Maria Lambrianidou
Name:	Maria Lambrianidou
Title:	Director
CIATA TRADING LIMITED
By:	/s/ Eleni Mythi
Name:	Eleni Mythi
Title:	Director
SMART HYDROGEN INC.
By:	/s/ Sergey Polikarpov
Name:	Sergey Polikarpov
Title:	Director

[Signature Page to Amended and Restated Shareholders Agreement]

EXHIBIT A

SHAREHOLDERS’ INITIAL CAPITAL CONTRIBUTIONS, SHARES, AND
OWNERSHIP PERCENTAGE

			Ownership
Shareholder	Initial Capital Contributions	Shares	Percentage
Clayburn	1. $50,000,000 shall be paid on or prior to February 28, 2006	149,985	49.995%
	2. $100,000,000 shall be paid on or prior to July 31, 2007
Branton	1. $50,000,000 shall be paid on or prior to February 28, 2006	149,985	49.995%
	2. $100,000,000 shall be paid on or prior to December 31, 2006
Management Company	$0.00	30	0.01%

A-1

EXHIBIT B

FORM OF EQUITY OPTION EXERCISE NOTICE

[Date]

Smart Hydrogen Inc.
c/o Interros Holding Company
9, Bolshaya Yakimanka Street
119180 Moscow
Russian Federation
Attention: Marianna Zakharova

Re: Equity Option Exercise Notice under Amended and Restated Shareholders Agreement, dated as of April 27, 2006, by and among Smart Hydrogen Inc., Branton Limited, Clayburn Development Inc., and Ciata Trading Limited (the “Agreement”)

Dear Ms. Zakharova:

     Reference is made the Agreement identified above. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

     Pursuant to Sections 11.1 and 16.10 of the Agreement, Management Company hereby gives the Company notice that Management Company hereby requests and irrevocable agrees to have the Company redeem all of the Shares held, directly or indirectly, by the Management Company or its Affiliates in exchange for the Equity Option Payment, as determined and paid in accordance with the Agreement. Please pay make such Equity Option Payment in accordance with the wire transfer instructions enclosed herein. Please send any documents, certificates, or instruments that the Company wishes for the Management Company or its Affiliates to execute to the Management Company’s address set forth in the Agreement.

Very truly yours,

CIATA TRADING LIMITED

By:

Name:

Title:

cc: Baker Botts L.L.P.
The Warner
1299 Pennsylvania Avenue, N.W.
Washington, DC 20004-2400
United States of America
Attention: Gregory J. Golden

B-1

EX-99.L

EXHIBIT L

MANAGEMENT AGREEMENT

          This MANAGEMENT AGREEMENT (this “Agreement”), dated as of June 19, 2006, is entered into by and between SMART HYDROGEN INC., a BVI Business Company incorporated under the laws of the British Virgin Islands (the “Company”), and CIATA TRADING LIMITED, a company organized under the laws of the British Virgin Islands (the “Manager”), each of which is sometimes referred to herein as a “Party” and collectively as the Parties”).

RECITALS

          WHEREAS, the Company has been organized for the purpose of making investments in one or more companies in the hydrogen fuel cell industry (the “Portfolio Companies”); and

          WHEREAS, the Company wishes to obtain from the Manager, and the Manager wishes to provide to the Company, the services contemplated by this Agreement, in accordance with the terms, and subject to the conditions, set forth herein;

AGREEMENT

          NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants and benefits herein contained, and for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Company and the Manager, intending to be legally bound hereby, agree as follows:

     1. DEFINITIONS.

          1.1 Defined Terms. As used in this Agreement, the following terms have the meanings indicated:

          “Act” shall mean the BVI Business Companies Act (No. 16 of 2004) of the British Virgin Islands and the regulations made under the Act.

          “Affiliate” shall mean, with respect to any Person, any other Person that controls, or is controlled by, or is under common control with, such Person. For the purpose of this definition, the term “control” (including the terms “controlling,” controlled by,” and “under common control with”), as used with respect to any Person, shall mean the ownership of more than fifty percent of the voting interest of such Person. The term Affiliate shall also include, with respect to any Person, any of the mangers, directors, officers, employees, affiliates, contractors, sub-contractors, grantees, sub-grantees, representatives, and agents of such Person.

          “Agreement” shall have the meaning assigned to such term in the first paragraph hereof.

          “Applicable Law” shall mean, with respect to any Person, any statute, law, regulation, ordinance, rule, judgment, rule of common law, order, decree, award, governmental approval, concession, grant, franchise, license, agreement, directive, guideline, policy,

1

requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any governmental authority, whether in effect as of the date hereof or thereafter, and in each case as amended, applicable to such Person or its subsidiaries or their respective assets. Without limiting the generality of the foregoing, the term Applicable Law shall include the Act.

          “Articles” shall mean the Articles of Association of the Company, as may be amended from time to time.

          “Business” shall mean the Company’s business of acquiring, holding, and selling investments in Portfolio Companies, and any activities necessary or incidental thereto.

          “Business Day” shall mean any day other than Saturday, Sunday, or day on which banks are authorized or required to remain closed in New York.

          “Cause” shall have the meaning assigned to such term in Section 6.3(b).

          “Communication” shall have the meaning assigned to such term in Section 9.6.

          “Company” shall have the meaning assigned to such term in the first paragraph hereof.

          “Company Professional Fees” shall have the meaning assigned to such term in Section 5.2.

          “Company Professionals” shall have the meaning assigned to such term in Section 3.1(l).

          “Director” shall have the meaning assigned to such term in the Shareholders Agreement.

          “Dispute” shall have the meaning assigned to such term in Section 9.9(a).

          “Expenses” shall have the meaning assigned to such term in Section 5.2.

          “Expense Maximum” shall have the meaning assigned to such term in Section 5.4.

          “Fiscal Quarter” shall mean each quarter of a Fiscal Year.

          “Fiscal Year” means the period beginning on January 1 and ending on December 31 of each year.

          “Founding Shareholders” shall have the meaning assigned to such term in the Shareholders Agreement.

          “Founding Shareholder Approval” shall have the meaning assigned to such term in the Shareholders Agreement.

2

          “ICC Rules” shall mean the Rules of Arbitration of the International Chamber of Commerce, as amended from time to time.

          “Management Fee” shall have the meaning assigned to such term in Section 5.1.

          “Manager” shall have the meaning assigned to such term in the first paragraph hereof.

          “Manager Indemnified Person” shall have the meaning assigned to such term in Section 8.1.

          “Memorandum” shall mean the Memorandum of Association of the Company, as may be amended from time to time.

          “Party” or “Parties” shall have the meaning assigned to such term in the first paragraph hereof.

          “Person” shall mean any natural person, company, corporation, association, partnership, organization, business, firm, joint venture, trust, unincorporated organization or any other entity or organization, including a government, or any political subdivision, department or agency of any government.

          “Portfolio Companies” shall have the meaning assigned to such term in the Recitals to this Agreement.

          “Services” shall have the meaning assigned to such term in Section 3.1.

          “Shares” shall have the meaning assigned to such term in the Shareholders Agreement.

          “Shareholders” shall have the meaning assigned to such term in the Shareholders Agreement.

          “Shareholders Agreement” shall mean that certain Amended and Restated Shareholders Agreement, dated as of April 27, 2006, by and among the Company and the Shareholders.

          “Term Sheet” shall mean that certain Preliminary Term Sheet for Smart Hydrogen Inc., dated October 10, 2005.

          “United States Dollars” or “$” means the lawful currency of the United States of America.

          “U.S. Manager” shall have the meaning assigned to such term in Section 4.3.

          1.2 Interpretation; Terms Generally. The definitions set forth in Section 1.1 and elsewhere in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding

3

masculine, feminine and neuter forms. Unless otherwise indicated, the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The words “herein”, “hereof” and “hereunder” and words of similar import shall be deemed to refer to this Agreement in its entirety and not to any part hereof, unless the context shall otherwise require. All references herein to Sections and Recitals shall be deemed to refer to sections and recitals of this Agreement, unless the context shall otherwise require. Unless the context shall otherwise require, any references to any agreement or other instrument or statute or regulation are to it as amended and supplemented from time to time (and, in the case of a statute or regulation, to any corresponding provisions of successor statutes or regulations). Any reference in this Agreement to a “day” or number of “days” (that does not refer explicitly to a “Business Day” or “Business Days”) shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day.

     2. APPOINTMENT OF THE MANAGER.

          2.1 Appointment of the Manager. The Company hereby appoints the Manager to perform the Services, and the Manager hereby accepts such appointment and agrees to perform the Services on the terms and subject to the conditions set forth in this Agreement.

     3. SERVICES.

          3.1 Management Services. The Manager shall manage, direct, and supervise the day-to-day operations of the Company’s Business in accordance with all written and oral directives, instructions, and requests of the Company and/or Founding Shareholders and the terms and conditions of this Agreement (the “Services”). Without limiting the generality of the foregoing, the Services shall include undertaking, with the assistance of Company Professionals, the following actions on behalf of the Company and the Founding Shareholders:

(a)	complete any steps necessary for the Company to commence the Business, including making any necessary filings or registrations on behalf of the Company;
(b)	analyze potential investments in Portfolio Companies, perform all due diligence reasonably necessary in the Manager’s reasonable business judgment or otherwise requested by the Company in connection with such investments, and make recommendations to the Founding Shareholders regarding prospective investments in Portfolio Companies;
(c)	structure, negotiate, execute, and otherwise implement the Company’s investments in the Portfolio Companies;
(d)	monitor and manage the Company’s investments in the Portfolio Companies in accordance with the directions of the Founding Shareholders;

4

(e)	keep the Founding Shareholders informed of all material events, risks, and other matters relating to the Company’s investments in the Portfolio Companies, and promptly respond to all inquires from the Founding Shareholders relating to the Company, its Business, the Portfolio Companies, and/or other potential investments by the Company;
(f)	prepare all reports and information for the Shareholders that are required to be provided by the Company under the Shareholders Agreement;
(g)	maintain the books and records of the Company, including without limitation the books, records, and accounts that the Company is required to maintain under the Shareholders Agreement;
(h)	make all necessary filings with any foreign or domestic governmental authorities on behalf of the Company, the Founding Shareholders, and their respective Affiliates in connection with the Business (including without limitation the United States Securities and Exchange Commission), and advise the Company and Founding Shareholders of all necessary filings with or inquires from any foreign or domestic governmental authority;
(i)	prepare all tax returns and filings required by the Company, and upon the approval thereof by the Founding Shareholders, make such filings;
(j)	provide the corporate, administrative, and clerical personnel, office space, office equipment, and other overhead necessary to conduct the Business;
(k)	pay all Expenses and Company Professional Fees in accordance with the terms of this Agreement, including without limitation Section 5;
(l)	engage lawyers, accountants, investment banks, consultants and other professional advisors on behalf of the Company (“Company Professionals”);
(m)	upon the request of the Founding Shareholders, provide one or more individuals to serve as officers and/or Directors of the Company, to serve in such capacity(ies) in accordance with the Company’s Articles and Memorandum;
(n)	upon the request of the Founding Shareholders, serve as the Director of the Company in accordance with the Articles and Memorandum;

5

(o)	execute on behalf of the Company all actions required of the Company under the Shareholders Agreement in strict accordance with the terms thereof;
(p)	advise the Company and the Founding Shareholders in writing of all matters to be voted upon by the holders of securities of a Portfolio Company and all notices provided to the Company by a Portfolio Company;
(q)	from time to time, advise the Company of all rights or remedies that may be exercised by the Company and/or the Founding Shareholders and their respective Affiliates under their respective agreements with a Portfolio Company or under the incorporation documents, bylaws, or similar governing instruments of a Portfolio Company;
(r)	cause the Company to vote its securities in the Portfolio Companies only as directed by the Company or Founding Shareholders;
(s)	from time to time, exercise all rights and remedies of the Company and/or the Founding Shareholders and their respective Affiliates under their respective agreements with the Portfolio Companies or under the incorporation documents, bylaws, or similar governing instruments of a Portfolio Company, in each case as directed by the Founding Shareholders; and
(t)	take all such other actions that may be requested from time to time by the Company or its Founding Shareholders in connection with the Business or matters incidental thereto;

provided, however, that notwithstanding anything to the contrary in this Agreement, (i) the Manager shall not take any action, or cause the Company to take any action, that requires Founding Shareholder Approval or otherwise requires the approval of the Company’s Shareholders or Founding Shareholders under this Agreement, the Shareholders Agreement, the Articles, the Memorandum, or Applicable Law; and (ii) the Services shall be limited to the extent required to prevent the Company from being deemed to be engaged in a trade or business in the United States so as to cause the Company to be found to be a U.S. taxpayer. The Parties acknowledge and agree that the Manager’s ability to provide the Services described in Section 3.1(e) and (f) may be limited by the Manager’s ability to obtain information relating to a Portfolio Company through public filings or through any offices of other positions held by the Manager or its employees in a Portfolio Company.

6

          3.2 Independent Contractor. The Manager and Company each agree that the Manager will perform services hereunder as an independent contractor, retaining control over and responsibility for its own operations and personnel. Accordingly, Manager will act in its own name and on its own behalf. Neither the Manager nor its directors, officers, or employees will be considered employees or agents of the Company as a result of this Agreement nor will any of them have or purport to have authority under this Agreement to contract in the name of or bind the Company.

     4. OTHER ACTIVITIES OF THE MANAGER.

          4.1 No Other Businesses of the Manager. Except for providing the Services to the Company pursuant to this Agreement or as otherwise agreed by the Founding Shareholders, the Manager and its Affiliates shall not engage in other business or operations, or provide services to Persons other than the Company and the Shareholders, without the prior, express consent of the Company.

          4.2 Non-Competition. Without limiting the generality of the foregoing provision of this Section 4, during the term of this Agreement, except as otherwise allowed by the terms of this Agreement or by the consent of the Company, neither the Manager nor any Affiliate of the Manager shall:

(a)	own, manage, operate, join, control, or participate in;
(b)	render any services, advice or assistance of any nature to or on behalf of; or
(c)	invest or otherwise acquire any interest in,

any Portfolio Company or other Person that operates a business with activities in the United States or Canada which is engaged in the research, production or marketing of hydrogen fuel cell technology; provided, that nothing in this Section 4.2 shall prohibit an Affiliate of the Manager that is a natural person from owning less than 5% of the outstanding capital stock of any entity if such stock is publicly traded and listed on any national or regional stock exchange.

          4.3 U.S. Management Agreement. The Manager shall be entitled to enter into a management agreement with an Affiliate of the Manager reasonably acceptable to the Company (the “U.S. Manager”) on terms and conditions reasonably acceptable to the Company pursuant to which the U.S. Manager shall perform any and all Services to be provided within the United States of America on behalf of the Manager. Notwithstanding the foregoing, Manager shall remain responsible for performance of all of its obligations under this Agreement and the Shareholders Agreement.

     5. MANAGEMENT FEE AND EXPENSES

          5.1 Management Fee. Each month during the term of this Agreement, the Company shall pay the Manager a management fee of $165,000 (the “Management Fee”) for the Services hereunder.

7

          5.2 Definition of Expenses. As used in this Agreement, the term “Expenses” shall mean all overhead, costs, and expenses of the Company or the Manager relating to the Business or affairs of the Company including, but not limited to: (i) travel and business expenses of the Company and the Manager relating to the Business or affairs of the Company; (ii) administrative and office expenses of the Company or the Manager; and (iii) other costs and expenses incurred by the Company or the Manager in connection with the evaluation, negotiation, execution, and management of the Company’s investments in Portfolio Companies; provided, however, that Expenses shall not include (x) the Management Fees and (y) any fees and expenses of any Company Professional that was approved by the Company (“Company Professional Fees”).

          5.3 Payment of Expenses. The Manager shall pay all Expenses. Subject to Section 5.4, the Manager shall invoice the Company each calendar month during the term of this Agreement for reimbursement of Expenses paid by the Manager pursuant to this Section 5.3 and the Company shall pay such invoices in a reasonably timely manner. Such invoices shall be delivered by the Manager in accordance with Section 9.6 and shall provide reasonable detail regarding such Expenses. Upon the request of the Founding Shareholders, the Manager shall provide the Founding Shareholders with additional documentation regarding any Expenses.

          5.4 Expense Maximum; Payment of Excess Expenses. Notwithstanding any other provision of this Agreement, in any given Fiscal Year, the Manager shall not incur or pay (or cause the Company to incur or pay) any aggregate Expenses greater than the maximum amount, as determined by this Section 5.4 (the “Expense Maximum”), for such Fiscal Year. If the Company or the Manager incur Expenses in excess of the Expense Maximum in a Fiscal Year, the Manager shall pay all such Expenses in excess of such Expense Maximum and the Manager shall not be entitled to, or invoice the Company for, reimbursement of any such Expenses pursuant to Section 5.3 or otherwise. For each Fiscal Year, the Expense Maximum shall be the greater of (i) the difference obtained by subtracting (x) the aggregate Management Fees or similar fees paid to the Manager by the Company in such Fiscal Year for Services under this Agreement from (y) $3,000,000; or (ii) an amount that may be established by the Company pursuant to Founding Shareholder Approval and set forth in a written notice from the Company to the Manager.

          5.5 Payment of Company Professional Fees. All Company Professional Fees shall be paid by the Company. The Manager shall cause the Company to pay all Company Professional Fees from an account of the Company.

     6. TERM AND TERMINATION .

          6.1 Term of Agreement. This Agreement shall terminate upon the completion of the liquidation and winding up of the Company in accordance with the Articles and Memorandum unless terminated earlier pursuant to Section 6.2, 6.3, or 6.4.

          6.2 Termination by the Company Without Cause.

(a) In the event that the Company in its sole discretion judges that it is in the best interest of the Company, the Company may terminate

8

	this Agreement at any time, without Cause in accordance with this Section 6.2.
(b)	If the Company decides to terminate this Agreement without Cause in accordance with this Section 6.2, it shall give written notice to such effect to the Manager, which notice shall specify the date of termination, which date shall be at least 30 days from the notice of termination delivered pursuant to this Section 6.2.
(c)	The Manager shall not be entitled to any further compensation with respect to the termination of this Agreement pursuant to this Section 6.2; provided, that the Manager shall be entitled to receive any amount due to it under Section 5.3 for Expenses incurred prior to the date of termination (subject to the limitations under Section 5.4), regardless of whether such amount is invoiced to the Company before or after the date of termination.

          6.3 Termination by the Company for Cause.

(a)	The Company may terminate this Agreement at any time for Cause (as defined herein) without judicial resolution and without liability, upon notification to the Manager in writing of the Cause upon which such termination right is being exercised.
(b)	“Cause” shall mean any of the following:

(i)	the Manager’s or U.S. Manager’s or any of their respective officer’s, director’s, partner’s, shareholder’s, or employee’s commission or conviction of (w) any crime or criminal offense involving monies or other property; (x) fraud or embezzlement; (y) any felony; or (z) any of the events described in Items 401(f)(1)-(6) of Regulation S-K under the Securities Act of 1933, as amended (or any successor regulation), without regard for whether such event would be considered material to any Person;
(ii)	the Manager’s breach of any of its fiduciary, contractual, or other duties to the Company or the Shareholders or the making of a willful misrepresentation or omission, which breach, misrepresentation, or omission might reasonably be expected to be materially adverse to the business, properties, assets, condition (financial or otherwise), or prospects of the Company or a Portfolio Company;
(iii)	the Manager’s failure to comply in any material respect with any written or oral instruction of the Company or the Founding Shareholders relating to the Company, the Business, a Portfolio Company, or the Services, and to the

9

	extent such failure to comply is curable, such failure to comply is not cured within 10 days following notice thereof to the Manager;
(iv)	a material breach by the Manager or any of the Manager’s officers, directors, partners, shareholders, or employees of its or their obligations under this Agreement or the Shareholders Agreement, including without limitation, the failure to pay the Expenses in a timely manner, and to the extent such breach is curable, such breach is not cured within 10 days following delivery of notice thereof to the Manager;
(v)	the Manager or U.S. Manager (A) shall make an assignment for the benefit of creditors; (B) shall be adjudicated bankrupt or insolvent; (C) shall seek appointment of, or be the subject of an order appointing, a trustee, liquidator or receiver as to all or part of its assets; (D) shall commence, approve or consent to, any case or proceeding under any bankruptcy, reorganization, or similar law and, in the case of an involuntary case or proceeding, such case or proceeding is not dismissed within 90 days following the commencement thereof; or (E) shall be the subject of an order for relief in an involuntary case under bankruptcy law not dismissed within 90 days following the date of such order for relief.

(c) If this Agreement is terminated pursuant to this Section 6.3, the Company shall be entitled to deduct from any amounts due to the Manager under Section 5 the costs of any damages incurred by the Company in connection with the Cause for which such termination is made, and the Company shall be entitled to pursue any and all remedies that may be available to it at law or in equity.

          6.4 Termination by Manager following Equity Option. The Manager may terminate this Agreement at any time following the Manager’s exercise of the Equity Option (as such term is defined in the Shareholders Agreement) in accordance with the terms of the Shareholders Agreement, and the consummation of the transactions in connection therewith. Upon termination of this Agreement pursuant to this Section 6.4, the Manager shall not be entitled to any further compensation under this Agreement; provided, that the Manager shall be entitled to receive any amount due to it under Section 5.3 for Expenses incurred prior to the date of termination (subject to the limitations under Section 5.4), regardless of whether such amount is invoiced to the Company before or after the date of termination.

10

          6.5 Transfer of Shares Following Termination.

(a)	Immediately upon its receipt of notice of the termination of this Agreement (i) pursuant to Section 6.2 or (ii) pursuant to Section 6.3 at any time after February 15, 2009, the Manager shall promptly transfer all of its Shares to the Company in exchange for an amount equal to the Equity Option Payment (as such term is defined in the Shareholders Agreement), and shall promptly execute and deliver any instruments requested by the Company to effect or confirm such transfer. For purposes of calculating the amount of the Equity Option Payment and the timing thereof in connection with the transfer of Shares referenced in the preceding sentence, the Equity Option Date shall be deemed to be the date of termination of this Agreement and Fair Market Value (as such term is defined in the Shareholders Agreement) shall be determined in accordance with the Shareholders Agreement.
(b)	Immediately upon its receipt of notice of the termination of this Agreement pursuant to Section 6.3 at any time prior to or on February 15, 2009, the Manager shall promptly transfer all of its Shares to the Company without payment therefor, and shall execute and deliver any instruments requested by the Company to effect or confirm such transfer.
(c)	For purposes of clarity, the Parties acknowledge and agree that in the event of termination of this Agreement pursuant to Section 6.4, the calculation and payment of the Equity Option Payment shall be made solely in accordance with the terms of the Shareholders Agreement.

          6.6 Survival

(a) Termination of this Agreement shall not:

(i)	relieve any Party from any liability or obligation for any matter, undertaking or condition which has not been done, observed, or performed by such Party before termination; or
(ii)	affect the terms of Sections 6, 7.6, 9.7, 9.8, or 9.9.

     7. COVENANTS OF THE MANAGER.

          7.1 Services. The Manager shall perform the Services hereunder to the best of the Manager’s ability and in a competent and professional manner, in accordance with this Agreement and the Company’s investment objectives, policies, directions, instructions, restrictions, and prohibitions, in each case as and to the extent communicated to the Manager.

11

          7.2 Compliance with Law. The Manager shall perform the Services hereunder in compliance with all Applicable Laws.

          7.3 Licenses and Permits. The Manager shall be responsible for obtaining all licenses and permits required by the Company and/or the Manager, if any, and the Manager shall, when requested, provide the Company with adequate evidence of its compliance with this Section 7.3.

          7.4 United States Taxation. The Manager shall take no action that would cause the Company to be deemed to be engaged in a trade or business in the United States and which would cause the Company to be found to be a U.S. taxpayer.

          7.5 Taxes. The Manager shall be fully and solely responsible for complying with any tax and legal obligations related to the income received by the Manager as remunerations, fees, bonuses, any other net income derived from its activity as established by this Agreement and will hold harmless, indemnify and keep indemnified the Company and the Shareholders in respect of any such tax and legal obligations of the Manager.

          7.6 Non-Disclosure. The Manager shall not (either during the term of this Agreement or prior to the sixth anniversary of the expiration or termination hereof) disclose to any Person other than the Company and the Shareholders any information relating to (i) the private or confidential affairs of the Company or its proposed investments, or (ii) the private, proprietary, or confidential affairs of the Shareholders or a Portfolio Company, except where (A) such disclosure is expressly authorized by the Company or the Founding Shareholders, (B) required in the course of performing the Manager’s obligations hereunder, (C) required in response to a valid order of a court or other governmental body, or (D) otherwise required by Applicable Law.

     8. EXCULPATION AND INDEMNITY

          8.1 Limitation On Manager Liability. The Manager and its officers, directors, and employees (in each case, a “Manager Indemnified Person”), shall to the fullest extent permitted by Applicable Law not be liable to the Company or the Shareholders for any breach or failure to perform under this Agreement or act or failure to act on behalf of the Company, except to the extent such act or failure to act constitutes fraud, gross negligence, willful misconduct or breach of fiduciary duty on the part of a Manager Indemnified Person, or a material breach by a Manager Indemnified Person of its obligations under this Agreement. The Manager may rely, and shall be protected in acting or refraining from acting, and shall be deemed to have acted in good faith and without gross negligence or willful misconduct, upon any action taken in accordance with this Agreement or at the express request of the Founding Shareholders, and the aforesaid exclusion of liability shall, except as provided for otherwise above, apply howsoever such losses or liabilities arise, and whether in contract, tort or otherwise and whether caused in whole or in part by the negligence of, or breach of contract, or breach of duty (statutory or otherwise) by, such Manager Indemnified Person.

          8.2 Indemnification. The Company, to the fullest extent permitted by Applicable Law, shall hold harmless, indemnify, and keep indemnified each Manager

12

Indemnified Person from and against any loss or liability (including any direct or indirect consequential losses, loss of profit and loss of reputation, damages, claims, demands, proceedings, costs, expenses, penalties, legal and other professional fees and costs), arising out of or in connection with any act taken or omitted to be taken in respect of the affairs of the Company, unless such act or omission constitutes fraud, gross negligence, willful misconduct or breach of fiduciary duty on the part of the Manager Indemnified Person, or a material breach by a Manager Indemnified Person of its obligations under this Agreement, and the aforesaid indemnity shall, except as provided for otherwise above, apply howsoever such losses or liabilities arise, and whether in contract, tort or otherwise and whether caused in whole or in part by the negligence of, or breach of contract, or breach of duty (statutory or otherwise) by, such Manager Indemnified Person. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF THE OTHER PARTY UNDER THIS AGREEMENT.

     9. MISCELLANEOUS.

          9.1 Section Headings. The division of this Agreement into Sections and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement.

          9.2 Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the Parties in respect of the subject matter of this Agreement. This Agreement cancels and supersedes any prior understandings, negotiations, and agreements between the Parties (including the Term Sheet) hereto with respect thereto. There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express, implied or statutory between the Parties other than as expressly set forth in this Agreement. The Manager hereby waives any right to assert a claim based on any pre-contractual representations, negligent or otherwise.

          9.3 Amendments; Waivers. No amendment to this Agreement shall be valid or binding unless consented to in writing by the Founding Shareholders and set forth in writing and duly executed by the Parties hereto. No waiver or any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the Party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific item waived. No failure or delay by a Party in exercising any right or remedy provided by law under or pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or future exercise of any other right or remedy.

          9.4 Assignment. Except as contemplated by Section 4.3 of this Agreement, neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party.

          9.5 Severability. Any provision of this Agreement that may be determined by competent authority to be invalid or unenforceable in any jurisdiction shall, as to such jurisdiction and so far as invalid or unenforceable, be given no effect and shall be deemed not to

13

be included in this Agreement but without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in such jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

          9.6 Notices. Any demand, notice, or other communication to be made or given in connection with this Agreement (“Communication”) shall be made or given in writing and delivered by personal delivery or by fax or by registered mail or by recognized express delivery service addressed to the recipient as follows:

          To the Manager:

Ciata Trading Limited
135 Arch. Makarios III Avenue
Emelle Building, 2nd Floor, Office 22
CY-3021 Limassol, Cyprus
Attention: Sergey Polikarpov
Fax No.: 357 25 33 17 19

with a copy (which shall not constitute notice) to:

Baker & Hostetler LLP
1900 East Ninth Street
Suite 3200
Cleveland, Ohio 44114
Attention: Matthew Tenerowicz
Fax No.: (216) 969-0740

          To the Company:

Smart Hydrogen Inc.
c/o Interros Holding Company
9, Bolshaya Yakimanka Street
119180 Moscow
Russian Federation
Attention: Marianna Zakharova
Fax: No. 7-495-785-63-62

with a copy (which shall not constitute notice) to:

Baker Botts L.L.P.
The Warner
1299 Pennsylvania Avenue, N.W.
Washington, DC 20004-2400
United States of America
Attention: Gregory J. Golden
Fax No.: (202) 585-1025

14

or such other address or individual as may be designated by a Communication from one Party to the other. Any Communication shall be conclusively deemed to have been given on the day of actual delivery thereof.

          9.7 Further Assurances. Each of the Parties agrees to perform (or procure the performance of) all future acts or things, and execute and deliver (or procure the execution and delivery of) such further instruments and documents as may be required by Applicable Law or as may be necessary or reasonably desirable to implement and/or give effect to this Agreement. Where any obligation in this Agreement is expressed to be undertaken or assumed by any Party, such obligation is to be construed as requiring the Party concerned to exercise all rights and powers of control over the actions of any other Person that such Party is able to exercise (directly or indirectly) in order to secure performance of the obligations.

          9.8 Governing Law. This Agreement is governed by and shall be construed in accordance with the English law.

          9.9 Dispute Resolution; Jurisdiction, Venue.

(a)	Any dispute arising out of or in connection with this Agreement (“Dispute”) shall be finally settled under the ICC Rules by one or more arbitrators appointed in accordance with the ICC Rules. The place of the arbitration shall be London, England and the language of the arbitration shall be English.
(b)	Unless the Parties agree on the identity of a sole arbitrator, an arbitral panel of three arbitrators shall be established according to the ICC Rules in force at the time such arbitration is commenced.
(c)	The award which shall be provided with written reasons, given in any arbitration under this Section 9.9 shall be final and binding on the Parties and each Party waives any rights of appeal to any courts on any question of law to the fullest extent permitted by Applicable Law. In addition, Parties shall not have the right to commence or continue any legal proceeding concerning a claim or dispute under this Agreement until the claim or dispute has been determined according to the arbitration procedure, and then only to enforce or facilitate the execution of such arbitration award.
(d)	Notwithstanding the provisions of this Section 9.9, any injunctive or provisional relief, and any enforcement proceeding may be brought in any jurisdiction where a Party or any of its properties may be found, or in any other appropriate jurisdiction and the Parties irrevocably submit to the jurisdiction of each such courts in respect of such proceeding.
(e)	The Parties shall continue to perform this Agreement during arbitration proceedings.

15

          9.10 Counterparts. This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.

          9.11 No Rights Under Contracts (Rights of Third Parties) Act 1999. Except for the Founding Shareholders, a Person who is not a Party shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of this Agreement. The Founding Shareholders are intended third party beneficiaries of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

16

          IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CIATA TRADING LIMITED
By:	/s/ Eleni Mythi
Name:	Eleni Mythi
Title:	Director
SMART HYDROGEN	INC.
By:	/s/ Sergey Polikarpov
Name:	Sergey Polikarpov
Title:	Director

[Signature page to Management Agreement]

17