Standard Contracts
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION among MCG DIVERSIFIED, INC., EEI ACQUISITION CORP. and ELECTRO ENERGY INC. May 7, 2004Merger Agreement • June 21st, 2004 • Electro Energy Inc • Non-operating establishments • Delaware
ELECTRO ENERGY INC. 30 Shelter Rock Road Danbury, Connecticut 06840 (203) 797-2699Reverse Merger Lock-Up Agreement • June 24th, 2004 • Electro Energy Inc • Non-operating establishments
Electro Energy Inc. (“Electro Energy” or the “Company”) plans to enter into a reverse merger transaction (the “Reverse Merger”) with a publicly-traded company, concurrently with a private offering of a minimum of $4,500,000 of Units, each Unit consisting of one share of Series A Convertible Preferred Stock and a warrant to purchase 200 shares of Common Stock (the “Funding Transactions”). The publicly-traded company, which is called “Pubco” for purposes of this lock-up agreement, will then succeed to and operate the business of Electro Energy under the current management of Electro Energy. We currently expect to close these Funding Transactions on or around May 12, 2004. Pubco is not identified at this time due to securities regulations regarding “insider” knowledge of upcoming transactions involving publicly-traded securities.
ELECTRO ENERGY, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2008 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of August, 18, 2008 (this “Agreement”), is made by and between Electro Energy, Inc., a Florida corporation, with headquarters located at 30 Shelter Rock Road, Danbury, Connecticut 06810 (the “Company”), and The Quercus Trust (the “Purchaser”).
ELECTRO ENERGY, INC. NOTE SALE AND PREFERRED STOCK AND WARRANT PURCHASE AGREEMENTNote Sale and Preferred Stock and Warrant Purchase Agreement • July 10th, 2008 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
WHEREAS, each of the Noteholders owns the respective principal amount of EEI’s 8.5% Senior Secured Convertible Notes due 2010 (the “EEI Senior Notes”) set forth opposite its name on Schedule A hereto (such EEI Senior Notes having been acquired pursuant to that certain Note and Warrant Purchase Agreement, dated as of March 31, 2006 (the “Purchase Agreement”), by and among EEI and the Noteholders) (capitalized terms used herein without definition have the meanings ascribed thereto in the Purchase Agreement);
PROFESSIONAL SERVICES CONSULTING AGREEMENTProfessional Services • August 18th, 2006 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
This Professional Services Consulting Agreement ("Agreement") is entered into as of this 1st day of August, 2006 ("Effective Date"), by and between Electro Energy, Inc. ("Company"), and Dr. William B. Wylam ("Consultant").
ELECTRO ENERGY INC. 30 Shelter Rock Road Danbury, Connecticut 06840 (203) 797-2699Reverse Merger Lock-Up Agreement • June 24th, 2004 • Electro Energy Inc • Non-operating establishments
Electro Energy Inc. (“Electro Energy” or the “Company”) plans to enter into a reverse merger transaction (the “Reverse Merger”) with a publicly-traded company, concurrently with a private offering of a minimum of $4,500,000 of Units, each Unit consisting of one share of Series A Convertible Preferred Stock and a warrant to purchase 200 shares of Common Stock (the “Funding Transactions”). The publicly-traded company, which is called “Pubco” for purposes of this lock-up agreement, will then succeed to and operate the business of Electro Energy under the current management of Electro Energy. We currently expect to close these Funding Transactions on or around May 12, 2004. Pubco is not identified at this time due to securities regulations regarding “insider” knowledge of upcoming transactions involving publicly-traded securities.
DEBENTURE AND WARRANT PURCHASE AGREEMENT Dated as of December 7, 2007 by and between ELECTRO ENERGY, INC. and THE QUERCUS TRUSTDebenture and Warrant Purchase Agreement • July 10th, 2008 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
This DEBENTURE AND WARRANT PURCHASE AGREEMENT, dated as of December 7, 2007 (this “Agreement”), by and between Electro Energy, Inc., a Florida corporation (the “Company”), and The Quercus Trust, a California trust (the “Purchaser”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 17th, 2007 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
AGREEMENT made as of the 12th day of September, 2007, by and between Electro Energy, Inc., a Florida corporation (the “Company”), and Timothy E. Coyne (the “Executive”), with an address of 51 Hunter Ridge Road, Monroe, CT 06468.
ADOPTION OF INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • March 31st, 2003 • MCG Diversified Inc • Non-operating establishments
This adoption of the "Independent Contractor Agreement" between Charles P. Godels, P .A. and MCG Diversified, Inc. dated March 15, 1995 and amended January 1, 1998,is hereby agreed to by Avalon Development Enterprises, Inc. ("ADE") and MCG Diversified, Inc. ("MCG"), effective as of January 1, 2001.
LEASE Between LITHIUM NICKEL ASSET HOLDING COMPANY I, INC., Landlord and EEI ACQUISITION CO., LLC, Tenant Premises 12801 NW Highway 441 Alachua, Florida 32615 [Treatment Facility]Lease Agreement • April 6th, 2006 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Florida
LEASE (this “Lease”) made as of April 5, 2006 (“Effective Date”), between LITHIUM NICKEL ASSET HOLDING COMPANY I, INC., a Delaware corporation (“Landlord”) having an address c/o Topspin Partners, L.P., Three Expressway Plaza, Roslyn Heights, New York 11577, and EEI ACQUISITION CO., LLC, a Delaware limited liability company (“Tenant”) having an address c/o Electro Energy Inc., 30 Shelter Rock Road, Danbury, Connecticut 06810.
DEBENTURE AND WARRANT PURCHASE AGREEMENT Dated as of August 18, 2008 by and between ELECTRO ENERGY, INC. and THE QUERCUS TRUSTDebenture and Warrant Purchase Agreement • August 21st, 2008 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • California
This DEBENTURE AND WARRANT PURCHASE AGREEMENT, dated as of August 18, 2008 (this “Agreement”), by and between Electro Energy, Inc., a Florida corporation (the “Company”), and The Quercus Trust (the “Purchaser”).
ContractAssignment and Assumption of Contracts • February 17th, 2005 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS AGREEMENT (this “Agreement”) is made and entered into this 1st day of October, 2003 by and among EAGLEPICHER TECHNOLOGIES, LLC, a Delaware limited liability company (“Assignor”), and MOBILE ENERGY PRODUCTS, INC., a Delaware corporation (“Assignee”). All capitalized terms which are used, but not defined, in this Assignment shall have the same meanings as in the Asset Purchase Agreement, dated of even date herewith (the “Purchase Agreement”), by and between Assignor, as seller, and Assignee, as buyer.
ASSET PURCHASE AGREEMENT BY AND AMONG EEI ACQUISITION CO., LLC ELECTRO ENERGY INC. AND LITHIUM NICKEL ASSET HOLDING COMPANY I, INC. DATED AS OF March 31, 2006Asset Purchase Agreement • April 6th, 2006 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
This ASSET PURCHASE AGREEMENT, dated as of March 31, 2006 (this “Agreement”), is entered into by and among EEI Acquisition Co., LLC, a Delaware limited liability company or its wholly owned designated subsidiary (“Buyer”), Electro Energy Inc., a Florida corporation (“Parent”), and Lithium Nickel Asset Holding Company I, Inc., a Delaware corporation (“Seller”). Certain capitalized terms used in this Agreement have the meanings assigned to them in Article IX.
EXHIBIT A Joint Filing AgreementJoint Filing Agreement • June 21st, 2004 • Electro Energy Inc • Non-operating establishments
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
Electro Energy Inc. GUARANTY AGREEMENTGuaranty Agreement • April 6th, 2006 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified, this “Guaranty” or this “Agreement”), dated as of March 31, 2006, is made by EEI TECHNOLOGIES, INC., a Delaware corporation (“Technologies”), MOBILE ENERGY PRODUCTS, INC. d/b/a ELECTRO ENERGY MOBILE PRODUCTS, INC., a Delaware corporation (“Mobile Products”), and EEI ACQUISITION CO., LLC, a Delaware limited liability company (“Acquisition”) (each a “Guarantor” and collectively the “Guarantors”), in favor of Context Capital Management, LLC (the “Collateral Agent”), as collateral agent for the ratable benefit of the investors (the “Holders”) in Electro Energy Inc., a Florida corporation and the parent corporation of the Guarantors (the “Issuer”), under the Note and Warrant Purchase Agreement, dated as of March 31, 2006 (as amended, modified, supplemented and/or restated from time to time, the “Purchase Agreement”), by and among the Issuer and the Holders.
LEASE Between LITHIUM NICKEL ASSET HOLDING COMPANY I, INC., Landlord and EEI ACQUISITION CO., LLC, Tenant Premises 12801 NW Highway 441 Alachua, Florida 32615 [Lithium-Ion Building]Lease • April 6th, 2006 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Florida
LEASE (this “Lease”) made as of April 5, 2006 (“Effective Date”), between LITHIUM NICKEL ASSET HOLDING COMPANY I, INC., a Delaware corporation (“Landlord”) having an address c/o Topspin Partners, L.P., Three Expressway Plaza, Roslyn Heights, New York 11577, and EEI ACQUISITION CO., LLC, a Delaware limited liability company (“Tenant”) having an address c/o Electro Energy Inc., 30 Shelter Rock Road, Danbury, Connecticut 06810.
COMMON STOCK AND WARRANTS PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 20th, 2005 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Virginia
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of this 17th day of October, 2005, by and among ELECTRO ENERGY, INC., a Florida corporation (the “Company’), IN-Q-TEL EMPLOYEE FUND, LLC, a Delaware limited liability company (the “Fund”) and IN-Q-TEL, INC. a Delaware corporation (“IQT” and together with the Fund, the “Purchaser”), in connection with the Company’s sale to the Purchaser (the “Sale”) of Common Stock.
ELECTRO ENERGY INC. Danbury, Connecticut 06840Reverse Merger Lock-Up Agreement • June 24th, 2004 • Electro Energy Inc • Non-operating establishments
Electro Energy Inc. (“Electro Energy” or the “Company”) plans to enter into a reverse merger transaction (the “Reverse Merger”) with a publicly-traded company, concurrently with a private offering of a minimum of $4,500,000 of Units, each Unit consisting of one share of Series A Convertible Preferred Stock and a warrant to purchase 200 shares of Common Stock (the “Funding Transactions”). The publicly-traded company, which is called “Pubco” for purposes of this lock-up agreement, will then succeed to and operate the business of Electro Energy under the current management of Electro Energy. We currently expect to close these Funding Transactions on or around May 12, 2004. Pubco is not identified at this time due to securities regulations regarding “insider” knowledge of upcoming transactions involving publicly-traded securities.
Electro Energy Inc. ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • April 6th, 2006 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
THIS ESCROW DEPOSIT AGREEMENT (this “Agreement”), dated as of this 31st day of March 2006, by and among ELECTRO ENERGY INC., a Florida corporation (the “Company”), having an address at 30 Shelter Rock Road, Danbury, Connecticut 06810, each of the purchasers of the Notes (as such term is defined below) listed on Schedule I attached hereto (collectively, the “Purchasers”) and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, New York 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Note and Warrant Purchase Agreement, dated as of March 31, 2006, by and among the Company and the Purchasers party thereto, as amended or supplemented from time to time, including all attachments, schedules and exhibits thereto (the “Purchase Agreement”).
Electro Energy Inc. SECURITY AGREEMENTSecurity Agreement • April 6th, 2006 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
SECURITY AGREEMENT, dated as of March 31, 2006, by and among ELECTRO ENERGY INC., a Florida corporation (the “Issuer”), EEI TECHNOLOGIES, INC., a Delaware corporation (“Technologies”), MOBILE ENERGY PRODUCTS, INC. d/b/a ELECTRO ENERGY MOBILE PRODUCTS, INC., a Delaware corporation (“Mobile Products”), EEI ACQUISITION CO., LLC, a Delaware limited liability company (“Acquisition”) and any and all Additional Grantors who may become party to this Agreement (the Issuer, Technologies, Mobile Products, Acquisition and such Additional Grantors are each hereinafter referred to as a “Grantor” and collectively as the “Grantors”), in favor of Context Capital Management, LLC (the “Collateral Agent”), as collateral agent for the ratable benefit of the Issuer’s investors (the “Holders”) under the Note and Warrant Purchase Agreement, dated as of March 31, 2006 (as amended, modified, supplemented and/or restated from time to time, the “Purchase Agreement”), by and among the Issuer and the Holders.
EMPLOYEE CONFIDENTIALITY AND UNFAIR COMPETITION AGREEMENTEmployee Confidentiality and Unfair Competition Agreement • May 3rd, 2005 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
THIS AGREEMENT MADE this the 26th day of April, 2005, by and between Michael E. Reed ("Employee") and EEI Technologies, Inc. d/b/a Electro Energy, Inc. (hereinafter referred to as "Company").
WARRANT PURCHASE AGREEMENT Dated as of July 23, 2008 by and between ELECTRO ENERGY, INC. and THE QUERCUS TRUSTWarrant Purchase Agreement • July 28th, 2008 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • California
LEASE AGREEMENTLease Agreement • February 17th, 2005 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
THIS LEASE AGREEMENT (this “Lease”) is made as of the 1st day of October, 2003, between EaglePicher Technologies, LLC, a Delaware Limited Liability Company (“Landlord”), and Mobile Energy Products, Inc., a Delaware corporation (“Tenant”).
GROUNDWATER REMEDIATION OPERATING AGREEMENTGroundwater Remediation Operating Agreement • February 17th, 2005 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies
THIS GROUNDWATER REMEDIATION OPERATING AGREEMENT (“Agreement”) is made as of the 1st day of October, 2003, (“Effective Date”) between MOBILE ENERGY PRODUCTS, INC., a Delaware corporation (hereinafter referred to as “Mobile Energy”), and EAGLEPICHER TECHNOLOGIES, LLC, a Delaware limited liability company (hereinafter referred to as “EaglePicher”).
SECURITY AGREEMENTSecurity Agreement • February 17th, 2005 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies
This Security Agreement (the “Agreement”) is made this 1st day of October, 2003, between EAGLEPICHER TECHNOLOGIES, LLC, a Delaware limited liability company having an office at C & Porter Streets, P.O. Box 47, Joplin, Missouri 64802 (together with its successors and assigns, collectively, the “Secured Party”) and MOBILE ENERGY PRODUCTS, INC., a Delaware corporation having its principal address at 30 Shelter Rock Road, Danbury, Connecticut 06810 (the “Borrower”). Reference is hereby made to that certain Secured Promissory Note in the principal amount of $450,000, plus the Payables Amount (as defined and subject to adjustment as provided therein) by Borrower in favor of the Secured Party dated as of October 1, 2003 (the “Note”).
SUPPLY AGREEMENT Dated as of October 1, 2003 By and between EaglePicher Technologies, LLC and Mobile Energy Products, Inc.Supply Agreement • February 17th, 2005 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Missouri
This Supply Agreement dated as of October 1, 2003 (the “Agreement”), is by and between EAGLEPICHER TECHNOLOGIES, LLC, a Delaware limited liability company (“EPT”) and MOBILE ENERGY PRODUCTS , INC., a Delaware (“MEPI”) (hereinafter EPT and MEPI are also referred to collectively as the “Parties” and each individually as a “Party”).
COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • October 31st, 2007 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
AGREEMENT, dated as of October 25, 2007, between Electro Energy Inc., a Florida corporation ("EEI"), and KIT Financial, Inc., a Delaware corporation (the "Investor").
Electro Energy Inc. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2006 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
WHEREAS, pursuant to the Note and Warrant Purchase Agreement, dated as of March 31, 2006, between the Company and the Purchasers (the “Purchase Agreement”), the Purchasers have agreed to purchase from the Company $11,000,000 in aggregate principal amount of the Company’s 8.5% Senior Secured Convertible Notes due 2010 (the “Notes”), and have been issued Warrants (the “Warrants” and, together with the Notes, the “Securities”) to purchase up to an additional 578,947 aggregate shares of the Company’s common stock, par value $.001 per share;
LICENSE AGREEMENT by and between EAGLEPICHER TECHNOLOGIES, LLC and MOBILE ENERGY PRODUCTS, INC. Dated as of October 1, 2003License Agreement • February 17th, 2005 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This License Agreement (the “Agreement”) is made and entered into this 1st day of October, 2003 (the “Effective Date”) by and between EaglePicher Technologies, LLC (“Licensor”), a Delaware limited liability company having its principal place of business at C & Porter Streets, Joplin, MO. 64803 and Mobile Energy Products, Inc., a Delaware corporation having a place of business at 30 Shelter Rock Road, Danbury, CT 06810 (“Licensee”).
AGREEMENTFinancing Agreement • December 23rd, 2008 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies
This AGREEMENT, dated as of December 8, 2008 (this “Agreement”), is entered into by and among ELECTRO ENERGY, INC., a Florida corporation (“EEI”), EEI TECHNOLOGIES, INC., a Delaware corporation (“Technologies”), MOBILE ENERGY PRODUCTS, INC., a Delaware corporation (“Mobile”) and ELECTRO ENERGY FLORIDA, LLC, a Delaware limited liability company (“EE Florida”) (EEI, Technologies, Mobile and EE Florida are hereinafter collectively referred to as “Borrower”), and QTEEI LLC, a Delaware limited liability company (“Lender”). Lender and Borrower shall sometimes be referred to herein as the “Parties.”
ASSET PURCHASE AGREEMENT Dated as of October 1, 2003 by and between EAGLEPICHER TECHNOLOGIES, LLC, as Seller and MOBILE ENERGY PRODUCTS, INC., as BuyerAsset Purchase Agreement • February 17th, 2005 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
THIS ASSET PURCHASE AGREEMENT, dated as of October 1, 2003, is made and entered into by and between Mobile Energy Products, Inc., a Delaware corporation (“Buyer”), and EaglePicher Technologies, LLC, a Delaware a limited liability company (“Seller”).
PROFESSIONAL SERVICES CONSULTING AGREEMENTProfessional Services • July 11th, 2006 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
This Professional Services Consulting Agreement (“Agreement”) is entered into as of this 5th day of July, 2006 (“Effective Date”), by and between Electro Energy, Inc. (“Company”), and Martin G. Klein (“Consultant”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 24th, 2004 • Electro Energy Inc • Non-operating establishments • Connecticut
This Executive Employment Agreement ("Agreement") is made and effective this December 31, 2003, by and between Electro Energy, Inc. ("Company") and Michael D. Eskra ("Executive").
Electro Energy Inc. Warrants to Purchase Common Stock NOTE AND WARRANT PURCHASE AGREEMENT As of March 31, 2006Note and Warrant Purchase Agreement • April 6th, 2006 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Electro Energy Inc., a Florida corporation (the “Company”), hereby confirms its agreement with each of the purchasers whose name appears on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”) as set forth below. Certain terms used herein are defined on Schedule B hereto.
ELECTRO ENERGY INC.Merger Agreement • June 24th, 2004 • Electro Energy Inc • Non-operating establishments
Reference is made to the Agreement of Merger and Plan of Reorganization, dated as of May 7, 2004 (the "Merger Agreement"), by and between Electro Energy Inc., a Delaware corporation (“EEI”), EEI Acquisition Corp., a Delaware Corporation (“Acquisition Corp.”) and MCG Diversified, Inc., a publicly-traded Florida corporation (“MCG”), pursuant to which EEI’s stockholders will receive shares of common stock, par value $.001 per share (the “Common Stock”), of MCG in connection with the merger of Acquisition Corp. with and into EEI, as a result of which EEI shall become a wholly-owned subsidiary of MCG (the “Reverse Merger”).
