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. 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. 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.
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.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”).
INDEMNIFICATION AND RELEASE AGREEMENTIndemnification and Release Agreement • June 24th, 2004 • Electro Energy Inc • Non-operating establishments • Florida
Indemnification and Release Agreement (this “Agreement”), dated as of June 7, 2004, by and between MCG Diversified, Inc., a Florida corporation (the “Company”), Electro Energy Inc., a Delaware corporation (“EEI”), and each of Marguerite Godels (“Godels”), Jay D. Solomon (“Solomon”), Laura L. Larsen (“Larsen”), Brian Bell (“Bell”) and Dale Salmon (“Salmon”). Godels, Solomon, Larsen, Bell and Salmon are each referred to as an “Indemnitee” and collectively referred to as the “Indemnitees”).
MCG DIVERSIFIED, INC.Reverse Merger Lock-Up Agreement • June 24th, 2004 • Electro Energy Inc • Non-operating establishments
MCG Diversified, Inc. (the “Company”) plans to enter into a reverse merger transaction (the “Reverse Merger”) with Electro Energy Inc. (“Electro Energy”), 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”) of the Company. The Company will at the closing of the Funding Transactions 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.
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN STANDARD TIME, ON THE EXPIRATION DATEWarrant Agreement • June 24th, 2004 • Electro Energy Inc • Non-operating establishments
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
