Exhibit 10.2
Monday, November 17, 2003
Xx. Xxxx Xxxxxxxxx
C&T Co. Inc
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx
Dear Xx. Xxxxxxxxx,
Re: "Development & License Agreement" between
C & T Co Inc and Axion Power Corporation"
This amends the above-mentioned License Agreement in the following
respects.
In lieu of the license fee specified in Section 3.1, Axion shall
purchase 100% of the issued and outstanding stock of C&T for a total
consideration of ONE MILLION SEVEN HUNDRED and NINETY-FOUR THOUSAND US DOLLARS
($1,794,000). The purchase price for the foregoing securities shall be payable
according to the following schedule:
1. US $100,000 was paid on September 22, 2003; 2. US $350,000
will be paid on or before December 31, 2003
3. US $344,000 shall be paid in equal monthly payments of
$100,000 each payable on the first day of each month,
commencing on January 1, 2004; and
4. US$1,000,000, together with any remaining balance of the
obligation in paragraphs 2 and 3 above shall be paid within 15
days after the Beta End Date, as defined in the agreed upon
Project Plan and Schedule.
This letter constitutes an installment subscription agreement. C&T
shall not be required to issue any shares of its capital stock to Axion until
all of the payments set forth herein have been made. Axion shall not enjoy any
of the legal, equitable or other rights of a C&T shareholder, or be subject to
any of the legal burdens associated with such status, until the purchase price
has been paid in full and the C&T shares have actually been issued. If Axion
defaults on its obligation to make any of the foregoing installments and the
default is not cured within 60 days, then C&T shall, at its option, be entitled
to bring suit to enforce this agreement, or elect to terminate this agreement
and retain all amounts previously paid by Axion as liquidated damages.
Please confirm that the foregoing reflects our understanding by
executing one copy of this letter.
Axion Power Corporation
Per: ________/s/_____
Xxxx Xxxxxxx
Agreed.
C&T Co. Inc.
Per: ______/s/________
Xxxx Xxxxxxxxx
