Transaction Agreement

The Transaction Agreement sets forth certain governance
arrangements and provisions relating to Amazons equity interest
in the Company, including customary registration rights, and
includes customary representations and warranties and covenants
of the Company and Amazon.

The Transaction Agreement contains certain restrictions on
Amazons ability to transfer the Warrant and Warrant Shares. The
Transaction Agreement also contains certain customary
standstill restrictions that remain in effect during the period
from the execution of the Transaction Agreement until such time
as Amazon owns less than 10% of the outstanding shares of
Common Stock (the Standstill Period). During
the Standstill Period, Amazon and its affiliates will be
required to vote all of their shares of Common Stock in excess
of 14.9% of the Companys outstanding shares of Common Stock in
accordance with the recommendation of the Companys Board of
Directors.

The issuance of the Warrant and the exercise thereof by NV
Investment with respect to Warrant Shares representing more
than 20% of the shares of Common Stock outstanding as of the
date of issuance of the Warrant, or approximately 38,242,071
shares of Common Stock, is subject to the prior approval of the
Companys stockholders, as required under the rulesof The Nasdaq
Stock Market (the Stockholder Approval). to
the Transaction Agreement, no later than the Companys 2017
Annual Meeting of Stockholders, the Company will convene and
hold a meeting of its stockholders (the Stockholder
Meeting) to consider and vote on the Stockholder
Approval.

The issuance of the Warrant and of Warrant Shares, which are
subject to the terms and conditions set forth in the
Transaction Agreement and the Warrant, have not been registered
under the Securities Act of 1933, as amended (the
Securities Act), in reliance on the exemption
from registration provided by Section4(a)(2)of the Securities
Act and rulesand regulations of the U.S. Securities and
Exchange Commission (the SEC) promulgated
thereunder. The Warrant was issued only to NV Investment in
connection with the transactions contemplated by the
Transaction Agreement. This current report on Form8-K does not
constitute an offer to sell, or a solicitation of an offer to
buy, any security and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offering
would be unlawful.

The foregoing summary is qualified in its entirety by reference
to the Transaction Agreement, which is filed as Exhibit10.1
hereto and is incorporated herein by reference.

Item 3.02. Unregistered Sales of
Equity Securities.

See disclosures under Item 1.01 of this Form8-K.

Item 3.03. Material Modification to
Rights of Security Holders.

In connection with and prior to entering into the Transaction
Agreement, on April4, 2017, the Company and Broadridge
Corporate Issuer Solutions,Inc., as rights agent
(Broadridge), entered into an Amendment No.7
(the Amendment) to Shareholders Rights
Agreement, dated as of June23, 2009 (as amended by Amendment
No.1 to Shareholder Rights Agreement, dated as of May6, 2011,
Amendment No.2 to Shareholder Rights Agreement, dated

March16, 2012, Amendment No.3 to Shareholder Rights Agreement,
dated March23, 2012, Amendment No.4 to Shareholder Rights
Agreement dated February11, 2013, Amendment No.5 to Shareholder
Rights Agreement, dated May8, 2013 and Amendment No.6 to the
Shareholder Rights Agreement dated December19, 2016, the
Rights Agreement), between the Company and
Broadridge. The Amendment amends the definition of Acquiring
Person to allow Amazon and its affiliates or associates,
including NV Investment, to acquire the Warrant and the Warrant
Shares without triggering the rights under the Rights
Agreement. If Amazon becomes the beneficial owner of 15% or
more of the shares of Common Stock and at such time Amazon is
or is deemed to be the beneficial owner of any shares of Common
Stock other than by virtue of owning the Warrant and the
Warrant Shares (including as a result of any adjustments to any
of the terms of the Warrant, including, without limitation, the
exercise price of the Warrant or the number of Warrant Shares),
as well as any shares of Common Stock acquired by Amazon under
certain exceptions in the Transaction Agreement, then Amazon
will be deemed an Acquiring Person under the Rights Agreement.

The foregoing summary is qualified in its entirety by reference
to the Amendment, which is filed as Exhibit4.2 hereto and is
incorporated herein by reference.

Item 8.01. Other Events.

On April5, 2017, the Company issued a press release with
respect to the transactions described above, which is attached
hereto as Exhibit99.1. The Company also intends to hold a
conference call with investors with respect to the transactions
described above during which it will discuss the materials that
are attached as Exhibit99.2 hereto. The press release attached
hereto as Exhibit99.1 and the investor presentation attached
hereto as Exhibit99.2 are incorporated herein by reference.

Additional Information about the Transactions and
Where to Find It

This communication is being made in respect of the transactions
between the Company and Amazon, and the related issuance of a
Warrant, described herein. The issuance of the Warrant, and the
exercise thereof, with respect to Warrant Shares representing
more than 20% of the Companys Common Stock outstanding as of
the date of issuance of such Warrant will be submitted to the
Companys stockholders for the Stockholder Approval. The Company
intends to file with the SEC a proxy statement for the
Stockholder Meeting (the Proxy Statement) that
will include a proposal relating to the Stockholder Approval.
This communication does not constitute a solicitation of any
vote or proxy from any of the Companys stockholders.Investors
are urged to read the Proxy Statement carefully and in its
entirety when it becomes available and any other relevant
documents or materials filed or to be filed with the SEC or
incorporated by reference in the Proxy Statement, because they
will contain important information about the transactions
between the Company and Amazon, the issuance of the Warrant and
the proposal relating to the Stockholder Approval. The Proxy
Statement will be mailed to the Companys stockholders. In
addition, the Proxy Statement and other documents will be
available free of charge at the SECs internet website,
www.sec.gov. When available, the Proxy Statement and other
pertinent documents may also be obtained free of charge at the
Investor Relations section of the Companys website,
www.plugpower.com, or by directing a written request to Plug
Power

Media Investor Relations, 968 Albany Shaker Road, Latham, New
York 12110 or at tel: (518) 738-0269 or email:
[email protected].

The Company and its directors, executive officers and other
members of management and employees may be deemed to be
participants in the solicitation of proxies from the Companys
stockholders in favor of the Stockholder Approval. Information
about the Companys directors and executive officers is included
in the Companys Annual Report on Form10-K for the year ended
December31, 2016 filed with the SEC on March10, 2017.
Additional information regarding these persons and their
interests in the transactions will be included in the Proxy
Statement when it is filed with the SEC. These documents can be
obtained free of charge from the sources indicated above.

Item 9.01. Financial Statements and Exhibits

d) Exhibits.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

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