Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
E30157-Z70294
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For
All
Withhold
All
For All
Except
To withhold authority to vote for any individual
nominee(s), mark “For All Except” and write the
number(s) of the nominee(s) on the line below.
V.1.1
TECOGEN, INC.
45 FIRST AVENUE
WALTHAM, MA 02451
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery
of information up until 11:59 p.m. Eastern Time the day before the cut-off date
or meeting date. Have your proxy card in hand when you access the web site
and follow the instructions to obtain your records and to create an electronic
voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy
materials, you can consent to receiving all future proxy statements, proxy
cards and annual reports electronically via e-mail or the Internet. To sign up
for electronic delivery, please follow the instructions above to vote using the
Internet and, when prompted, indicate that you agree to receive or access proxy
materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until
11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have
your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge,
51 Mercedes Way, Edgewood, NY 11717.
TECOGEN, INC.
Yes No
Please indicate if you plan to attend this meeting.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,
administrator, or other fiduciary, please give full title as such. Joint owners should each sign
personally. All holders must sign. If a corporation or partnership, please sign in full corporate or
partnership name by authorized officer.
2. To approve an amendment to the Tecogen 2006 Stock Incentive Plan as amended (the "Plan"), to extend the termination date of the Plan from
January 1, 2016 to January 1, 2026 and to ratify all Company option grants made since January 1, 2016.
3. To ratify the selection by the Audit Committee of our Board of Directors of the firm of Wolf and Co., as our independent registered public accounting
firm for the fiscal year ending December 31, 2017.
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
01) Angelina M. Galiteva
02) John N. Hatsopoulos
03) Charles T. Maxwell
04) Ahmed F. Ghoniem
05) Keith Davidson
1. To elect five (5) directors of the Board of Directors of the
Company to hold office for one (1) year until the 2018
annual meeting or until their successors are duly elected
and qualified:
Nominees:
The Board of Directors recommends a vote FOR ALL
NOMINEES on Proposal 1 and FOR Proposals 2 and 3.
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For Against Abstain
E30158-Z70294
V.1.1
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.
TECOGEN, INC.
Annual Meeting of Stockholders
June 29, 2017 at 1:00 p.m.
This proxy is solicited by the Board of Directors
The undersigned hereby constitutes and appoints John N. Hatsopoulos, Benjamin M. Locke and Robert Panora, or any one of
them (with full power to act alone), as Proxies of the undersigned, with full power of substitution, to vote all of the common
stock of Tecogen, Inc. which the undersigned has the full power to vote at the Annual Meeting of Stockholders of Tecogen, Inc.
to be held at the Corporate Headquarters of Tecogen, Inc. at 45 First Avenue, Waltham, Massachusetts 02451, on Thursday,
June 29, 2017 at 1:00 p.m., and at any adjournments thereof, in the transaction of any business which may come before said
meeting, with all the powers the undersigned would possess if personally present and particularly to vote each matter set forth
on the reverse side, all as in accordance with the Notice of Annual Meeting and Proxy Statement furnished with this proxy.
Unless otherwise specified by the undersigned, this proxy will be voted FOR ALL NOMINEES on Proposal 1,
FOR Proposals 2 and 3, and also will be voted by the proxy holders at their discretion as to any other matters properly
transacted at the Annual Meeting or any postponement or adjournment thereof.
(Continued, and to be marked, dated and signed, on the other side)