TECOGEN INC. (NASDAQ:TGEN) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02. Termination of a Material Definitive Agreement

On December 14, 2017, Tecogen Inc. (the "Registrant") through principal payment of $3,150,000 to Michaelson (the "Payment"), terminated the Senior Convertible Promissory Note (the "Note") with Michaelson Capital Special Finance Fund LP, ("Michaelson"). Through the Note, Michaelson was the Registrant's principle debt holder and a beneficial holder of approximately 5% of the Registrant's shares outstanding. There were no pre-payment penalties paid by the Registrant, as Michaelson provided a waiver of the pre-payment penalties that were contained in the Note. By completing the Payment, the Registrant has completed all its obligations under the Note and the Note was cancelled. Below is a summary of the terms of the Note, as amended.

As entered into on December 23, 2013, the Note had a principal amount of$3,000,000with interest at4%per annum for a term ofthreeyears. On April 14, 2016, the Company amended the Note, increasing the total principal amount to$3,150,000,increasing the conversion price to$3.54from$3.37, and extending the term untilDecember23, 2018 (the "Amendment"). The amended Note was a senior secured obligation which paid interest on a monthly basis in arrears at a rate of4%per annum, unless earlier converted in accordance with the terms of the agreement prior to such date. The Note was secured by an all asset lien and was senior in right of payment to any unsecured indebtedness. The principal balance of the Note, together with any unpaid interest, was convertible into shares of the Company's common stock at282.49shares of our common stock per$1,000principal amount of Note (equivalent to a conversion price of$3.54per share) at the option of Michaelson. The conversion price was subject to adjustment based on the occurrence of certain events. The Company could prepay all of the outstanding principal and interest due and payable under this Note in full, at any time prior to the maturity date for an amount equal to120%of the then outstanding principal and interest due and payable as of the date of such prepayment. In connection with the Payment, this prepayment penalty was waived by Michaelson.

The preceding summary does not purport to be complete and is qualified in its entirety by reference to the Note and Amendment, which are incorporated by reference as Exhibit 10.01 and 10.02 to this Current Report on Form 8-K and which are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Description

About TECOGEN INC. (NASDAQ:TGEN)

Tecogen Inc. designs, manufactures, sells and maintains cogeneration products, including combined heat and power (CHP), air conditioning systems and water heaters for residential, commercial, recreational and industrial use. The Company is engaged in the business of manufacturing and supporting CHP products based on engines fueled by natural gas. The Company manufactures over three types of CHP products, such as cogeneration units that supply electricity and hot water, chillers that provide air-conditioning and hot water, and water heaters. Its commercial product line includes the InVerde, InVerde e+ and TECOGEN cogeneration units; TECOCHILL chillers; Ilios high-efficiency water heaters, and Ultera emissions control technology. Its customers include hospitals and nursing homes, hotels and motels, office and retail buildings, and military installations. Its cogeneration systems and chillers use the engine, the TecoDrive 7400 model.