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 21st, 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.
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.
