GUARANTYGuaranty • August 27th, 2012 • Wanxiang Group Corp • Miscellaneous electrical machinery, equipment & supplies • New York
THIS GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of August 16, 2012 by and among each of the Subsidiaries of A123 Systems, Inc. (the “Borrower”) listed on the signature pages hereto (each an “Initial Guarantor”) and those additional Subsidiaries of the Borrower which become parties to this Guaranty by executing a supplement hereto (a “Guaranty Supplement”) in the form attached hereto as Annex I (such additional Subsidiaries, together with the Initial Guarantors, the “Guarantors”), in favor of Wanxiang America Corporation (“Wanxiang”), as Agent (the “Agent”), for the benefit of the Lender (as defined below) under the Loan Agreement described below and the Holders (as defined below; the Agent, the Lender and the Holders, collectively, the “Secured Parties”) under the Securities Purchase Agreement described below. Unless otherwise defined herein, capitalized terms used herein and not defined herein shall
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 27th, 2012 • Wanxiang Group Corp • Miscellaneous electrical machinery, equipment & supplies • New York
REGISTRATION RIGHTS AGREEMENT, dated as of August 16, 2012, among A123 Systems, Inc., a Delaware corporation, with headquarters located at 200 West Street, Waltham, Massachusetts 02451 (the “Company”), Wanxiang America Corporation (“WAC”) and Wanxiang Clean Energy USA Corp. (“WCE” and, together with WAC, “Wanxiang”).
LOAN AGREEMENT dated as of August 16, 2012 between A123 SYSTEMS, INC. and WANXIANG AMERICA CORPORATIONLoan Agreement • August 27th, 2012 • Wanxiang Group Corp • Miscellaneous electrical machinery, equipment & supplies • New York
This LOAN AGREEMENT, dated as of August 16, 2012 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between A123 SYSTEMS, INC. (the “Borrower”) and WANXIANG AMERICA CORPORATION (“Wanxiang”) as the initial lender (the “Lender”) hereunder and as agent for itself and each other Person that may from time to time be a “Lender” hereunder.
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • October 15th, 2012 • Wanxiang Group Corp • Miscellaneous electrical machinery, equipment & supplies • New York
This CONSENT AND WAIVER AGREEMENT (the “Consent”), dated as of October 12, 2012, is provided under the Loan Agreement, dated as of August 16, 2012 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among A123 Systems, Inc., a Delaware corporation (“Borrower”), and Wanxiang America Corporation (“Lender”), as the initial lender and agent for any Person who may become a lender under the Loan Agreement. Capitalized terms used herein but not defined herein have the meaning given in the Loan Agreement.
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • October 15th, 2012 • Wanxiang Group Corp • Miscellaneous electrical machinery, equipment & supplies • New York
This CONSENT AND WAIVER AGREEMENT (the “Consent”), dated as of October 11, 2012, is provided under the Loan Agreement, dated as of August 16, 2012 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among A123 Systems, Inc., a Delaware corporation (“Borrower”), and Wanxiang America Corporation (“Lender”), as the initial lender and agent for any Person who may become a lender under the Loan Agreement. Capitalized terms used herein but not defined herein have the meaning given in the Loan Agreement.
A123 Systems, Inc. 8.00% Senior Secured Convertible Notes Warrants to Purchase Common Stock Securities Purchase Agreement Dated August 16, 2012Securities Purchase Agreement • August 27th, 2012 • Wanxiang Group Corp • Miscellaneous electrical machinery, equipment & supplies
The Company has authorized the issuance and sale of $200,000,000 aggregate principal amount of its 8.00% Senior Secured Convertible Notes (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to the terms thereof) and warrants to purchase shares of Common Stock (the “Warrants”). The issuance and sale of the Notes and Warrants and the related actions contemplated in this agreement (this “Agreement”) are referred to herein as the “Transaction.” The Notes shall be substantially in the form set out in Exhibit 1.1. The Warrants shall be substantially in the form set out in Exhibit 1.2, duly completed in accordance with the instructions for Warrants “W4” and “W5” therein. The shares of Common Stock issuable upon conversion of the Notes, upon exercise of the Warrants and/or upon exercise of the Bridge Warrants (as hereinafter defined) are referred to herein as the “Underlying Shares” and, together with the Notes and the Warrants, are collectively referred
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 27th, 2012 • Wanxiang Group Corp • Miscellaneous electrical machinery, equipment & supplies • New York
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, this “Security Agreement”) is entered into as of August 16, 2012 by and among A123 SYSTEMS, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower listed on the signature pages hereto (together with the Borrower, the “Initial Grantors,” and together with any additional Subsidiaries, whether now existing or hereafter formed or acquired which become parties to this Security Agreement from time to time, in accordance with the terms of the Loan Agreement (as defined below), by executing a Supplement hereto in substantially the form of Annex I, the “Grantors”), and WANXIANG AMERICA CORPORATION, in its capacity as collateral agent (the “Agent”) for the Secured Parties.
CONSENT AGREEMENTConsent Agreement • October 15th, 2012 • Wanxiang Group Corp • Miscellaneous electrical machinery, equipment & supplies • New York
This CONSENT AGREEMENT (the “Consent”), dated as of October 12, 2012, is provided under the Loan Agreement, dated as of August 16, 2012 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among A123 Systems, Inc., a Delaware corporation (“Borrower”), and Wanxiang America Corporation (“Lender”), as the initial lender and agent for any Person who may become a lender under the Loan Agreement. Capitalized terms used herein but not defined herein have the meaning given in the Loan Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • August 27th, 2012 • Wanxiang Group Corp • Miscellaneous electrical machinery, equipment & supplies
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of A123 Systems, Inc., dated as of August 27, 2012 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
