0001144204-09-066348 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 24th, 2009 • Axion Power International, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 18th day of December, 2009 by and among Axion Power International, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

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PURCHASE AGREEMENT
Purchase Agreement • December 24th, 2009 • Axion Power International, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 18th day of December, 2009 by and among Axion Power International, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 24th, 2009 • Axion Power International, Inc. • Miscellaneous electrical machinery, equipment & supplies

This Amendment No. 2 to Securities Purchase Agreement (“Amendment No. 2”) dated as of December 15, 2009, is made by and between Axion Power International, Inc., a Delaware corporation (the “Company”) and The Quercus Trust (“Quercus”).

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