0001028153-06-000003 Sample Contracts

SECURITY AGREEMENT

Security Agreement • February 16th, 2006 • Axion Power International, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware

• Contract Type
  Security Agreement
• Filed
  February 16th, 2006
• Company
  Axion Power International, Inc.
• Industry
  Miscellaneous electrical machinery, equipment & supplies
• Jurisdiction
  Delaware

ESCROW AGREEMENT

Escrow Agreement • February 16th, 2006 • Axion Power International, Inc. • Miscellaneous electrical machinery, equipment & supplies • Pennsylvania

• Contract Type
  Escrow Agreement
• Filed
  February 16th, 2006
• Company
  Axion Power International, Inc.
• Industry
  Miscellaneous electrical machinery, equipment & supplies
• Jurisdiction
  Pennsylvania

This Escrow Agreement (the “Agreement”) is made and entered into as of the ___ day of February, 2006, by and among Axion Battery Products, Inc. ("Axion") and National City Bank of Pennsylvania ("Bank", and together with Axion, the "Parties") and William E. Kelleher, Jr. and James D. Newell (collectively, "Agents").

ASSET PURCHASE AGREEMENT

Asset Purchase Agreement • February 16th, 2006 • Axion Power International, Inc. • Miscellaneous electrical machinery, equipment & supplies • Pennsylvania

• Contract Type
  Asset Purchase Agreement
• Filed
  February 16th, 2006
• Company
  Axion Power International, Inc.
• Industry
  Miscellaneous electrical machinery, equipment & supplies
• Jurisdiction
  Pennsylvania

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”).

LOAN AGREEMENT

Loan Agreement • February 16th, 2006 • Axion Power International, Inc. • Miscellaneous electrical machinery, equipment & supplies • Pennsylvania

• Contract Type
  Loan Agreement
• Filed
  February 16th, 2006
• Company
  Axion Power International, Inc.
• Industry
  Miscellaneous electrical machinery, equipment & supplies
• Jurisdiction
  Pennsylvania

In this Loan Agreement (this “Agreement”), executed as of this 31st day of January, 2006, by and between Axion Battery Products, Inc., a Pennsylvania corporation and wholly owned subsidiary of Axion Power International, Inc. (“Borrower”), Axion Power International, Inc., a Delaware corporation (“Accommodation Party”) and Robert Averill, an individual (“Lender”), Borrower, Accommodation Party and Lender agree as follows:

LEASE AGREEMENT THIS AGREEMENT is made as of this 14th day of February, 2006, BY AND BETWEEN

Lease Agreement • February 16th, 2006 • Axion Power International, Inc. • Miscellaneous electrical machinery, equipment & supplies

• Contract Type
  Lease Agreement
• Filed
  February 16th, 2006
• Company
  Axion Power International, Inc.
• Industry
  Miscellaneous electrical machinery, equipment & supplies

WHEREAS, Lessor is the owner of certain property located in the Township of Neshannock, Lawrence County, Pennsylvania, as more fully described on Exhibit A hereto (the "Property"); and