0001144204-13-026938 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 8th, 2013 • Axion Power International, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 7, 2013, is by and among Axion Power International, Inc., a Delaware corporation with offices located at 3601 Clover Lane, New Castle, Pennsylvania 16105 (the ”Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 8th, 2013 • Axion Power International, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 8, 2013, is by and among Axion Power International, Inc., a Delaware corporation with offices located at 3601 Clover Lane, New Castle, Pennsylvania 16105 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 8th, 2013 • Axion Power International, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 7, 2013, is by and among Axion Power International, Inc., a Delaware corporation with offices located at 3601 Clover Lane, New Castle, Pennsylvania 16105 (the ”Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

SUBORDINATION AND INTERCREDITOR AGREEMENT
Subordination and Intercreditor Agreement • May 8th, 2013 • Axion Power International, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (as amended, restated, supplemented or otherwise modified, this “Agreement”) is entered into as of this May 8, 2013, by and among (i) each of the investors listed on the Schedule of Buyers attached hereto designated as “Senior Creditors”, (ii) each of the investors listed on the Schedule of Buyers attached hereto designated as “Subordinated Creditors” (collectively, the “Subordinated Creditors”), and (iii) Axion Power International, Inc., a Delaware corporation with offices located at 3601 Clover Lane, New Castle, Pennsylvania 16105 (the “Company”).

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