ASSET PURCHASE AGREEMENT
THIS
ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 10th
day of February, 2006 (the “Effective Date”), by and between National City Bank
of Pennsylvania, a national banking association (“Seller”), and Axion Battery
Products, Inc., a Pennsylvania corporation (“Buyer”).
RECITALS:
WHEREAS,
pursuant to a Commercial Note dated June 4, 1997 (as may have been amended,
modified or supplemented from time to time, the “Note”), Seller has made certain
loans (the “Loans”) to New Castle Battery Manufacturing Company, a Pennsylvania
corporation (the “Company”);
WHEREAS,
the Loans were secured by a security interest in all of the Company’s Inventory,
Chattel Paper, Accounts, Equipment and General Intangibles and other Collateral
in accordance with, and as such terms are defined in, that certain Commercial
Security Agreement between the Company and Seller, dated as of November 24,
2002
(the “Security Agreement”, and together with the Note and Loan Agreement,
collectively, the “Loan Documents”);
WHEREAS,
Seller has advised Buyer that the Company is in default under the Loan
Documents, that Seller has taken, or will take, possession of the Collateral
and
that Seller is entitled to sell the Assets (as defined below) at a private
sale
pursuant to Section 9-610 of the Uniform Commercial Code as in effect in
Pennsylvania, 13 PA CONS. STAT. XXX. § 1101, et seq.
(the
“UCC”); and
WHEREAS,
the Seller wishes to sell, and the Buyer wishes to purchase, the Assets all
on
the terms and conditions set forth below.
NOW
THEREFORE, in consideration of the mutual promises, representations and
warranties contained in this Agreement, and intending to be legally bound,
the
parties hereto do hereby agree as follows:
ARTICLE
I
- PURCHASE
AND SALE
1.1 Purchase
and Sale.
On the
terms and subject to the conditions contained in this Agreement, on the Closing
Date (as defined below), Buyer shall purchase from Seller, and Seller shall
sell
to Buyer, all of the Company’s rights, title and interest in and to all of the
assets subject to Seller’s security interest (excluding Accounts, but including,
by way of example only and not limitation, the property listed on Exhibit “A”
hereto) (the “Assets”) free and clear of any lien, security interest, charge,
pledge or encumbrance, except only for the encumbrances listed on Exhibit "B"
attached hereto ("Permitted Encumbrances").
1.2 No
Liabilities.
Pursuant to UCC § 9617(a) and this Agreement, the transfer of the Assets to
Buyer, at the Closing, will transfer all of the Company’s rights in the Assets,
discharge the security interest of Seller in the Assets and discharge any other
security interest or lien in the Assets that was subordinate to Seller’s
security interest. By acquiring the Assets, Buyer assumes no liability of any
nature or kind whatsoever, other than the obligation to pay the Purchase Price
in accordance with Section 1.3 below.
1.3 Purchase
Price.
(a)
The
purchase price for the Assets (the “Purchase Price”) shall be Eight Hundred
Thousand Dollars ($800,000). Except as otherwise provided in the Escrow
Agreement, the Purchase Price shall be paid by bank check or wire transfer
as
hereinafter provided.
(b)
Seller
acknowledges that Buyer has previously paid to Seller a deposit of $105,000,
which deposit Seller shall apply to the Purchase Price at the Closing, and
which
deposit will be refundable only as provided in Section 8.1(b)
hereof.
(c)
Contemporaneous
with the signing of this Agreement, the parties, together with the Escrow Agent
named therein, shall enter into an Escrow Agreement, on terms and conditions
mutually satisfactory to the parties, providing for the escrow and subsequent
payment to Seller (or refund to Buyer) of $90,000 of the Purchase
Price.
ARTICLE
II - CLOSING
2.1 Time,
Date and Place.
The
closing of the purchase and sale of the Assets and the other
transactions contemplated by this Agreement (the“Closing”)
shall take place at the offices of Xxxxx Rooney Xxxxxx & Xxxxxxxxx,
00xx
Xxxxx,
Xxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, or such other place as the parties
may
agree. The Closing shall be held on a mutually convenient date and time as
soon
as practicable after all conditions to closing have been satisfied in accordance
with Article VII, but no later than February 14, 2006 (such date is referred
to
throughout this Agreement as the “Closing Date”) unless this Agreement is
earlier terminated in accordance with Article VIII.
2.2 Closing
Costs And Due Diligence.
All
expenses incurred by Seller or Buyer with respect to the consummation of the
transaction contemplated by this Agreement are to be borne and paid exclusively
by the party incurring same.
ARTICLE
III - DELIVERIES
AT THE CLOSING
3.1 Deliveries
by Seller.
In
addition to any other documents to be delivered under other provisions of this
Agreement, at the Closing Seller shall deliver to Buyer the
following:
(a) a
xxxx of
sale executed by Seller for all of the Assets in a form to be mutually agreed
to
by the parties;
(b) a
duly
executed counterpart of the Escrow Agreement;
(c) an
amendment or amendments (form UCC-3), in suitable form for filing in all
applicable filing offices, to all financing statements filed by Seller against
the Company confirming the discharge of Seller’s security interest in the
Assets, together with confirmation that all such amendments have been filed,
or
will be filed contemporaneous with the Closing;
(d) such
other deeds, bills of sale, assignments, certificates of title, transfer
statements, documents and other instruments of transfer and conveyance as may
reasonably be requested by Buyer, each in a form to be to mutually agreed upon
by the parties and executed by Seller; and
(e)
a
certificate executed by Seller as to the accuracy of its representations and
warranties as of the date of this Agreement and as of the Closing and as to
its
compliance with and performance of its covenants and obligations to be performed
or complied with at or before the Closing in accordance with Section
7.2.
3.2 Deliveries
by Buyer.
In
addition to any other documents to be delivered under other provisions of this
Agreement, at the Closing Buyer shall deliver to Seller the
following:
(a)
Six
Hundred Five Thousand dollars ($605,000) by bank check or wire transfer to
an
account specified by Seller in writing to Buyer at least one (1) business day
prior to the Closing Date;
(b) a
duly
executed counterpart of the Escrow Agreement, together with evidence that Buyer
has delivered the balance of the Purchase Price ($90,000) to Escrow Agent to
be
held and disbursed in accordance with the Escrow Agreement;
(c) a
certificate executed by Buyer as to the accuracy of its representations and
warranties as of the date of this Agreement and as of the Closing and as to
its
compliance with and performance of its covenants and obligations to be performed
or complied with at or before the Closing in accordance with Section 7.1; and
(d)
a
certificate of the Secretary of Buyer certifying, as complete and accurate
as of
the Closing, attached copies of all requisite resolutions or actions of Buyer’s
board of directors approving the execution and delivery of this Agreement and
the consummation of the transaction contemplated hereby and certifying to the
incumbency and signatures of the officers of Buyer executing this Agreement
and
any other documents relating to the transactions being consummated at the
Closing.
ARTICLE
IV - REPRESENTATIONS
AND WARRANTIES OF SELLER
4.1 Seller
represents and warrants to Buyer as of the date hereof:
(a) Seller
is
a national banking association duly organized, validly existing, and in good
standing under the laws of the United States, with full corporate power and
authority to carry on its business as currently conducted.
(b)
(i)
This
Agreement and the Escrow Agreement constitute the legal, valid and binding
obligations of Seller, enforceable against it in accordance with their terms.
Seller has the absolute and unrestricted right, power and authority to execute
and deliver, and carry out the transactions contemplated by, this Agreement
and
the Escrow Agreement.
(ii) Neither
the execution and delivery of this Agreement or the Escrow Agreement, nor the
consummation or performance of any of the transactions contemplated by this
Agreement or the Escrow Agreement, will directly or indirectly (with or without
the passage of time): breach any provision of the charter or bylaws of Seller;
breach or give any governmental body or other person the right to challenge
the
transactions contemplated by this Agreement or to exercise any remedy or obtain
any relief under any law or order to which Seller or any of the Assets may
be
subject; contravene, conflict with or result in a violation or breach of any
of
the terms or requirements of, or give any governmental body the right to revoke,
withdraw, suspend, cancel, terminate or modify, any governmental authorization
that is held by Seller or that otherwise relates to the Assets; breach any
provision of, or give any person the right to declare a default or exercise
any
remedy under, or to accelerate the maturity or performance of, or payment under,
or to cancel, terminate or modify, any contract by which Seller is bound; or
result in the imposition or creation of any encumbrance upon or with respect
to
any of the Assets.
(iii) Except
for the notices referenced in Section 7.2 below, Seller is not required to
give
any notice or obtain any consent from any person in connection with the
execution and delivery of this Agreement or the consummation or performance
of
any of the transactions contemplated by this Agreement.
(c) Seller
has a duly perfected, first priority, valid and enforceable security interest
in
the Assets. The sale by Seller under this Agreement has been, and will be as
of
the Closing, conducted in compliance with and satisfaction of any applicable
requirements of the Loan Documents and the UCC, and will transfer to Buyer
good
and transferable title to the Assets free and clear of any lien or encumbrance
of any kind, except only for the Permitted Encumbrances. The Company is in
default under the Loan Documents and the amount owed by the Company to Seller
under the Loan Documents, as of the date of this Agreement, is not less than
the
Purchase Price.
(d) There
is
no litigation, claim or administrative action, nor any order, decree or
judgment, in progress or pending, or, to the knowledge of Seller, threatened,
against or relating to Seller, to Seller’s knowledge, no facts or circumstances
exist which would reasonably be expected to give rise to litigation, claims
or
administrative actions which would prevent, restrain or affect Seller’s ability
to perform the transaction contemplated by this Agreement.
ARTICLE
V - REPRESENTATIONS,
WARRANTIES AND COVENANTS OF BUYER
5.1 Buyer
represents and warrants to Seller as of the date hereof:
(a) Buyer
is
a corporation duly organized, validly existing, and in good standing under
the
laws of the Commonwealth of Pennsylvania with full corporate power and authority
to conduct its business as it is now conducted.
(b) This
Agreement and the Escrow Agreement constitute the legal, valid and binding
obligations of Buyer, enforceable against it in accordance with their terms.
Buyer has the absolute and unrestricted right, power and authority to execute
and deliver this Agreement and the Escrow Agreement and to perform its
obligations under this Agreement and such action has been duly authorized by
all
necessary corporate action.
(c) Neither
the execution and delivery of this Agreement or the Escrow Agreement by Buyer,
nor the consummation or performance of any of the transactions contemplated
by
this Agreement or the Escrow Agreement directly or indirectly (with or without
the passage of time): will give any person the right to prevent, delay or
otherwise interfere with any of the transactions contemplated hereby pursuant
to: any provision of Buyer’s charter or bylaws; any resolution adopted by the
board of directors of Buyer; any provision of any law, statute, rule, regulation
or executive order to which Buyer or any of its assets or properties is subject;
any contract to which Buyer is a party or by which Buyer may be bound; or any
judgment, order, writ or decree of any court or administrative body applicable
to Buyer or any of its assets or properties.
(d) There
is
no litigation, claim or administrative action, nor any order, decree or
judgment, in progress or pending, or, to the knowledge of Buyer, threatened,
against or relating to Buyer and, to Buyer’s knowledge, no facts or
circumstances exist which would reasonably be expected to give rise to
litigation, claims or administrative actions which would prevent, restrain
or
affect Buyer’s ability to perform the transaction contemplated by this
Agreement.
(e) Buyer
is
not and will not be required to give any notice or obtain any consent from
any
person in connection with the execution and delivery of this Agreement or the
consummation or performance of any of the transactions contemplated by this
Agreement.
ARTICLE
VI - DUE
DILIGENCE AND
NO
WARRANTIES
6.1 Access
and Investigation.
Prior
to the Closing and upon reasonable notice to it, Seller shall afford to the
officers, attorneys, accountants or other authorized representatives of Buyer
reasonable access during normal business hours to the Assets, so as to afford
Buyer an opportunity to make, at its sole cost and expense, such review,
examination and investigation as Buyer may reasonably desire to make of the
Assets. Buyer acknowledges and agrees that Seller has never operated the Company
or any business using the Assets. Therefore, Seller cannot, and will not,
provide Buyer with any information about the business of the Company, the value
of the Assets, or their usefulness in, or adequacy for, carrying on any
business.
6.2 Disclaimer
of Warranties; “AS-IS” Conveyance.
(i) BUYER
ACKNOWLEDGES TO, AND AGREES WITH, SELLER THAT BUYER IS PURCHASING THE ASSETS
IN
AN “AS IS - WHERE IS” CONDITION “WITH ALL FAULTS” AND SPECIFICALLY AND EXPRESSLY
WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS OR
IMPLIED, OF ANY KIND OR NATURE FROM SELLER EXCEPT FOR THE REPRESENTATIONS AND
WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. Buyer acknowledges that Buyer
has not relied, and is not relying, upon any information, document, sales
brochure, due diligence/property information package or other literature, map
or
sketch, projection, pro forma statement, representation, guarantee or warranty
(whether express or implied, or oral or written, material or immaterial) that
may have been given by or made by or on behalf of or omitted by the Seller,
its
agents, representatives, consultants and/or attorneys with respect to
(i)
the
quality, nature, adequacy or physical condition of the Assets; (ii)
the
development potential of the Assets for any particular purpose; (iii)
the
Assets’ or their operation’s compliance with any applicable codes, laws,
regulations, statutes, ordinances, covenants, conditions or restrictions of
any
governmental or quasi governmental entity; or (iv)
the
Assets’ or their operation’s compliance with any applicable labor laws.
(ii) BUYER
ACKNOWLEDGES TO, AND AGREES WITH, SELLER THAT, WITH RESPECT TO THE ASSETS AND
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER HAS NOT AND DOES NOT
AND
WILL NOT MAKE ANY WARRANTIES OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING
BY OPERATION OF LAW INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF TITLE,
POSSESSION, QUIET ENJOYMENT, CONDITION, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR USE OR WITH RESPECT TO THE VALUE, PROFITABILITY OR MARKETABILITY
OF
THE ASSETS OR WITH RESPECT TO COMPLIANCE OF THE ASSETS WITH ANY ENVIRONMENTAL
PROTECTION OR POLLUTION LAW, RULE OR REGULATION, ORDER OR REQUIREMENT, INCLUDING
BUT NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING,
STORING OR DISPOSING OF ANY HAZARDOUS WASTE OR SUBSTANCE.
(iii) Except
with respect to any specific obligations of Seller under this Agreement or
the
Escrow Agreement, Buyer does hereby release, and forever discharge Seller,
its
employees, representatives, agents, sub-agents, successors, assigns and
attorneys from any and all claims for damages and other causes of action at
law
or equity for injury, destruction, loss or damage of any kind or character,
to
the person or property of Buyer and Buyer’s employees, agents and
representatives arising out of, or in any way relating to, any of the matters
referred to in this Section 6.2 as not being the responsibility of
Seller.
(iv) Except
as
otherwise set forth in the Escrow Agreement, Buyer acknowledges Seller shall
not
be obligated to pay, either prior to or after the Closing, any sums or perform
any work with respect to any portion of the Assets for any reason
whatsoever.
ARTICLE
VII - CLOSING
CONDITIONS
7.1 Seller’s
Conditions to Closing.
Seller’s obligation to sell the Assets and to take the other actions required to
be taken by Seller at the Closing is subject to the satisfaction, at or prior
to
the Closing, of each of the following conditions (any of which may be waived
by
Seller in whole or in part):
(a) All
of
Buyer’s representations and warranties in this Agreement (considered
collectively), and each of these representations and warranties (considered
individually), shall have been accurate in all material respects as of the
date
of this Agreement and shall be accurate in all material respects as of the
time
of the Closing as if then made.
(b) All
of
the covenants and obligations that Buyer is required to perform or comply with
pursuant to this Agreement at or prior to the Closing (considered collectively),
and each of these covenants and obligations (considered individually), shall
have been performed and complied with in all material respects.
(c) Every
consent which Buyer needs to obtain in order to consummate the transactions
contemplated by this Agreement shall have been obtained and shall be in full
force and effect. Copies of all such consents shall have been delivered to
Seller prior to the Closing.
(d) Buyer
shall have delivered to Seller a certificate of an officer of Buyer dated the
Closing Date certifying that all conditions set forth in Section 7.2 have been
satisfied or waived.
(e) There
shall not be in effect any law or regulation or any injunction or other order
that (i) prohibits the consummation of the transactions contemplated hereby
and
(ii) has been adopted or issued, or has otherwise become effective, since the
date of this Agreement.
7.2 Buyer’s
Conditions to Closing.
Buyer’s
obligation to purchase the Assets and take the other actions required to be
taken by Buyer at the Closing is subject to the satisfaction, at or prior to
the
Closing, of each of the following conditions (any of which may be waived by
Buyer, in whole or in part):
(a) All
of
Seller’s representations and warranties in this Agreement (considered
collectively), and each of these representations and warranties (considered
individually), shall have been accurate in all material respects as of the
date
of this Agreement, and shall be accurate in all material respects as of the
of
the Closing as if then made.
(b) All
of
the covenants and obligations that Seller is required to perform or to comply
with pursuant to this Agreement at or prior to the Closing (considered
collectively), and each of these covenants and obligations (considered
individually), shall have been performed and complied with in all material
respects.
(c) Every
action which Seller needs to take in order to consummate the transactions
contemplated by this Agreement shall have been taken or completed (including
the
lapse of any notice, grace or cure period) and shall be in full force and
effect, including, but not limited to, declaring a default under its Loan
Documents, taking possession of the Assets, notifying all parties entitled
to
notice under the UCC regarding this Agreement or any of the transactions
contemplated by this Agreement, and, if necessary, obtaining from the Company
or
any guarantor a waiver of any right of redemption under UCC § 9623 or otherwise.
Copies of all notices, demands and all other authenticated records, documents
or
instruments relating to the foregoing shall have been delivered by Seller to
Buyer prior to Closing.
(d) Seller
shall have delivered to Buyer a certificate of an officer or Seller dated the
Closing Date certifying that all conditions set forth in Section 7.1 have been
satisfied or waived.
(e) There
shall not be in effect any law or regulation or any injunction or other order
that (i) prohibits the consummation of the transactions contemplated hereby
and
(ii) has been adopted or issued, or has otherwise become effective, since the
date of this Agreement.
ARTICLE
VIII - TERMINATION
8.1 By
written notice given prior to or at the Closing, this Agreement may be
terminated as follows:
(a) by
mutual
consent of Buyer and Seller;
(b) by
Buyer
if a material breach of any provision of this Agreement has been committed
by
Seller and such breach has not been waived by Buyer. If Buyer validly terminates
this Agreement pursuant to this Section 8.1(b), Seller shall return the $105,000
in deposits paid pursuant to Section 1.3 of this Agreement unless the Buyer
is
in material breach of this Agreement;
(c) by
Seller
if a material breach of any provision of this Agreement has been committed
by
Buyer and such breach has not been waived by Seller; OR
(d) by
either
party if the Closing has not occurred on or before February 10, 2006 or such
later date as the parties may agree upon, unless the terminating party is in
material breach of this Agreement.
8.2 Each
party’s right of termination under Section 8.1 is in addition to any other
rights it may have under this Agreement or otherwise, and the exercise of such
right of termination will not be an election of remedies. If this Agreement
is
terminated pursuant to Section 8.1, all obligations of the parties under this
Agreement will terminate, except that the obligations of the parties in this
Section 8.2 will survive, provided, however, that, if this Agreement is
terminated because of a breach of this Agreement by the nonterminating party
or
because one or more conditions to the terminating party’s obligations under this
Agreement is not satisfied as a result of the party’s failure to comply with its
obligations under this Agreement, the terminating party’s right to pursue all
legal remedies will survive such termination unimpaired.
ARTICLE
IX - ADDITIONAL
COVENANTS
9.1 The
parties shall cooperate reasonably with each other in connection with any steps
required to be taken as part of their respective obligations under this
Agreement, and shall execute and deliver to each other such other documents
and
do such other acts and things, all as the other party may reasonably request
for
the purpose of carrying out the intent of this Agreement.
ARTICLE
X - MISCELLANEOUS
10.1
Neither
party may assign any of its rights or delegate any of its duties or obligations
under this Agreement without the prior written consent of the other party.
Subject to the foregoing sentence, this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors
and
permitted assigns.
10.2 All
notices, consents, waivers and other communications required or permitted by
this Agreement shall be in writing and shall be deemed given to a party when
(a)
delivered to the appropriate address by hand or by nationally recognized
overnight courier service (costs prepaid); (b) sent by facsimile or e-mail
with
confirmation of transmission by the transmitting equipment; or (c) received
or
rejected by the addressee, if sent by certified mail, return receipt requested,
in each case to the following addresses, facsimile numbers or e-mail addresses
and marked to the attention of the person (by name or title) designated below
(or to such other address, facsimile number, e-mail address or person as a
party
may designate by notice to the other parties):
If
to
Buyer, to:
Xxxxxx
X.
Xxxxxxxxx, CEO
Axion
Battery Products, Inc.
c/o
Xxxxxxx X. Xxxxxxxx, Xx., Esq.
Xxxxx
& Xxxxxxx, P.C.
00
Xxxxxxx Xxxxxx, 00xx
Xxxxx
Xxxxxxxxxx,
XX 00000
with
a
copy (which shall not constitute notice), to:
Xxxxx
& Xxxxxxx, P.C.
00
Xxxxxxx Xxxxxx, 00xx
Xxxxx
Xxxxxxxxxx,
XX 00000
Attention:
Xxxxxxx X. Xxxxxxxx, Xx., Esq.
If
to
Seller, to:
National
City Bank of Pennsylvania
00
Xxxxxxx Xxxxxx
Xxxxxxxxxx,
XX 00000
Attention:
Xxxxxx Kitchen
with
a
copy (which shall not constitute notice), to:
Xxxxx
Rooney Xxxxxx & Xxxxxxxxx
00xx
Xxxxx, Xxx Xxxxxx Xxxxxx
Xxxxxxxxxx,
XX 00000-0000
Attention:
Xxxxx X. Xxxxxx, Esq.
10.3 This
Agreement, together with the Escrow Agreement, supersedes all prior agreements,
whether oral or written, between the parties with respect to the subject matter
hereof and constitutes (along with the other documents delivered pursuant to
this Agreement) a complete and exclusive statement of the terms of the agreement
between the parts with respect to the subject matter hereof. This Agreement
may
not be amended, supplemented or otherwise modified except by a written document
executed by the party to be charged with the amendment.
10.4 Any
proceeding arising out of or relating to this Agreement or any transaction
contemplated hereunder may be brought in the courts of the Commonwealth of
Pennsylvania, County of Allegheny, or if it has or can acquire jurisdiction,
in
the United States District Court for the Western District of Pennsylvania,
and
each of the parties irrevocably submits to the exclusive jurisdiction of each
such court in any such proceeding, waives any objection it may now or hereafter
have to venue or to convenience of forum, agrees that all claims in respect
of
the proceeding shall be heard or determined only in such court and agrees not
to
bring any proceeding arising out of or relating to this Agreement or any of
the
transactions contemplated hereunder in any other court.
10.5 This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed to be an original, but all of which together shall constitute one and
the
same instrument.
10.6 The
section and subsection headings contained in this Agreement are included for
convenience only and form no part of the agreement between the
parties.
10.7 If
any
provision of this Agreement is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Agreement will remain
in
full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to
the
extent not held invalid or unenforceable.
10.8 This
Agreement shall be governed by and construed under the laws of the Commonwealth
of Pennsylvania without regard to conflicts-of-laws principles that would
require the application of any other law.
10.9 Nothing
in this Agreement shall confer any rights upon any person or entity other than
the parties hereto (except for any permitted successors or assigns).
SIGNATURES
CONTAINED ON NEXT PAGE
11
SIGNATURE
PAGE FOR ASSET PURCHASE AGREEMENT
IN
WITNESS WHEREOF, this Asset Purchase Agreement has been executed by the duly
authorized officer or manager of each of the parties as of the Effective
Date.
BUYER:
AXION
BATTERY PRODUCTS, INC.
By:
Name:
Title:
SELLER:
NATIONAL
CITY BANK OF PENNSYLVANIA
By:
Name:
Title:
1041771_3
