Axion Power International, Inc. Sample Contracts

Axion Power International, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (September 9th, 2016)

The Employment Agreement is entered into this 2nd day of September, 2016 (effective September 1, 2016) between Axion Power International, Inc., a Delaware corporation, having a place of business at 3601 Clover Lane, New Castle, Pennsylvania 16105 (the "Company") and Richard Bogan, residing at 21465 Avalon Court, Tilghman, MD 21671 (the “Executive”).

Axion Power International, Inc. – WAIVER AND AMENDMENT (August 9th, 2016)

This Waiver and Amendment (“Waiver”) is entered into as of August ___, 2016, by and between Axion Power International, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”), which is one of the investors listed on the Schedule of Holders (“Schedule of Holders”) attached to that certain Securities Purchase Agreement between the Company and all of the investors listed on the Schedule of Holders (the “Holders”) dated November 5, 2015, as amended (the “SPA”; all capitalized terms used and not defined herein are used as defined in the Notes (as defined in the SPA)) with reference to the following facts:

Axion Power International, Inc. – NEWS RELEASE (May 26th, 2016)

NEW CASTLE, Pa., May 26, 2016 – At its meeting on May 25, the Axion Power International, Inc. Board of Directors announced the appointment of Michael J. Corcoran as a director, and also as chairman of the audit committee.

Axion Power International, Inc. – WAIVER AND AMENDMENT (May 2nd, 2016)

This Waiver and Amendment (“Waiver”) is entered into as of May 1, 2016, by and between Axion Power International, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”), which is one of the investors listed on the Schedule of Buyers (“Schedule of Buyers”) attached to that certain Securities Purchase Agreement between the Company and all of the investors listed on the Schedule of Buyers (the “Buyers”) dated November 5, 2015, as amended (the “SPA”; all capitalized terms used and not defined herein are used as defined in the Notes (as defined in the SPA)) with reference to the following facts:

Axion Power International, Inc. – NEWS RELEASE (April 27th, 2016)

NEW CASTLE, Pa., April 27, 2016—Axion Power International, Inc. (OTCQB: AXPW) announced Monday that the Company’s Board of Directors appointed Richard Bogan, CEO, as its Chairman and Donald Farley, as its Vice Chairman.

Axion Power International, Inc. – WAIVER (April 4th, 2016)

This Waiver (“Waiver”) is entered into as of April 4, 2016, by and between Axion Power International, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”), which is one of the investors listed on the Schedule of Buyers (“Schedule of Buyers”) attached to that certain Securities Purchase Agreement between the Company and all of the investors listed on the Schedule of Buyers (the “Buyers”) dated November 5, 2015, as amended (the “SPA”; all capitalized terms used and not defined herein are used as defined in the Notes (as defined in the SPA)) with reference to the following facts:

Axion Power International, Inc. – AMENDMENT AGREEMENT (January 29th, 2016)

This Amendment Agreement (the “Agreement”) dated as of January 28, 2016, 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 Buyer whose signature is set forth below (individually, a “Buyer” and collectively, with the other Buyers (as defined in the Securities Purchase Agreement referenced below, the “Buyers”).

Axion Power International, Inc. – SECURITIES PURCHASE AGREEMENT (November 20th, 2015)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 4, 2015, 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”).

Axion Power International, Inc. – REGISTRATION RIGHTS AGREEMENT (November 20th, 2015)

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 5, 2015, 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”).

Axion Power International, Inc. – SECURITIES PURCHASE AGREEMENT (November 5th, 2015)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 4, 2015, 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”).

Axion Power International, Inc. – REGISTRATION RIGHTS AGREEMENT (November 5th, 2015)

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November ___, 2015, 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”).

Axion Power International, Inc. – [FORM OF WARRANT] (November 5th, 2015)

Axion Power International, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [BUYERS], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), _________________ (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in this War

Axion Power International, Inc. – [FORM OF SENIOR SECURED CONVERTIBLE NOTE] (November 5th, 2015)

FOR VALUE RECEIVED, Axion Power International, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of [BUYER] or its registered assigns (“Holder”) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date, on any Installment Date with respect to the Installment Amount due on such Installment Date (each as defined below), or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date, on any Installment Date with respect to the Installment Amount due on such Installment Date, or upon acceleration, conversion, redemption or other

Axion Power International, Inc. – AMENDMENT TO SECURITIES PURCHASE AGREEMENT (August 11th, 2015)

AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the "Amendment"), dated as of August 10, 2015, by and among Axion Power International, Inc., a Delaware corporation, with headquarters located at 3601 Clover Lane, New Castle, PA 16105 (the "Company"), and the undersigned investor (the "Buyer") hereby amends that certain Securities Purchase Agreement among the Company and the Buyer and other investors party thereto, dated August 6, 2015 (“Agreement”).

Axion Power International, Inc. – [FORM OF SECURITIES PURCHASE AGREEMENT] (August 7th, 2015)

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August [__], 2015, by and among Axion Power International, Inc., a Delaware corporation, with headquarters located at 3601 Clover Lane, New Castle, PA 16105 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

Axion Power International, Inc. – [FORM OF SENIOR CONVERTIBLE NOTE] (August 7th, 2015)

FOR VALUE RECEIVED, Axion Power International, Inc., a Delaware corporation (the “Company”), hereby promises to pay to [BUYER] or registered assigns (the “Holder”) in cash and/or in shares of Common Stock (as defined below) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date, acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Convertible Note (including all Senior Convertible Notes issued in exchange, transfer or replacement hereof, t

Axion Power International, Inc. – [FORM OF WARRANT] (August 7th, 2015)

Axion Power International, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [BUYER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid nonassessable shares of Common Stock, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 17. This Warrant is one of the Warrants to purc

Axion Power International, Inc. – CONFIDENTIAL (June 18th, 2015)

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States nor will there be any such sale or purchase of securities in any state of the United States in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws.

Axion Power International, Inc. – Axion Power International, Inc. Signs Letter Of Intent With LCB International, Inc. For Technology Licensing And Exclusive Marketing Rights For People's Republic of China, Taiwan, Macao And Hong Kong Axion to Receive up to $10 Million in Stages after Signing Final Agreements (June 18th, 2015)

NEW CASTLE, Pa., June 15, 2015 /PRNewswire/ -- Axion Power International, Inc. (Nasdaq: AXPW) ( "AXION"), a developer of advanced lead-carbon PbC® batteries, energy storage systems and frequency regulation systems, today announced that on Saturday it signed a binding Letter of Intent (LOI) for a technology development and licensing program with LCB International, Inc. ("LCB"). LCB is a privately owned entity incorporated in the British Virgin Islands with its principal business office in Shanghai, China.

Axion Power International, Inc. – AMENDED AND RESTATED AMENDMENT TO WARRANT AGREEMENT Axion Power International, Inc. and Continental Stock Transfer and Trust Company, as Warrant Agent AMENDMENT TO WARRANT AGREEMENT (June 17th, 2015)

THIS AMENDED AND RESTATED AMENDMENT (this “Amendment”), dated as of June __, 2015, to the Warrant Agreement (the “Agreement”), originally dated October 23, 2014 and the Amendment to the Agreement dated on or about May 14, 2015 (the "Original Amendment"), is entered into by and among Axion Power International, Inc., a Delaware corporation (the “Company”), the Holder set forth on the signature page and Continental Stock Transfer and Trust Company, as Warrant Agent (the “Warrant Agent”). All capitalized terms used and not defined herein are used as defined in the Agreement.

Axion Power International, Inc. – AMENDMENT TO WARRANT AGREEMENT Axion Power International, Inc. and Continental Stock Transfer and Trust Company, as Warrant Agent AMENDMENT TO WARRANT AGREEMENT (May 14th, 2015)

THIS AMENDMENT (this “Amendment”), dated as of May __, 2015, to the Warrant Agreement (the “Agreement”), originally dated October 23, 2014, is entered into by and between Axion Power International, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer and Trust Company, a                                               , as Warrant Agent (the “Warrant Agent”). All capitalized terms used and not defined herein are used as defined in the Agreement.

Axion Power International, Inc. – Release and Settlement Agreement (December 15th, 2014)

This Release and Settlement Agreement (“Agreement”) is entered into between the following parties (“the Parties”): Axion Power International, Inc. (“Axion”) and Robert Averill (“Averill”).

Axion Power International, Inc. – Axion Power International, Inc. Warrant To Purchase Common Stock (December 15th, 2014)

Axion Power International, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Robert G. Averill, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), 96,749 (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined her

Axion Power International, Inc. – AXION POWER INTERNATIONAL, INC. SALARY DEFERRAL PAYMENT AGREEMENT (November 10th, 2014)

WHEREAS, upon review and consideration of the financial condition of Axion Power International, Inc. (the “Company”), and due to the commitment of the Company’s Chief Executive Officer and Chairman, David DiGiacinto (“CEO”) to providing the Company with the best opportunity for success based upon limited funds to be available to the Company as a result of its $6,000,000 offering of its common stock and warrants (“$6,000,000 Offering”), and in consideration of his continued employment and other benefits provided by the Company, as set forth in his July 1, 2014 Executive Employment Agreement with the Company (“Employment Agreement”), the CEO has agreed, effective as of October 4, 2014, to forgo receiving 50% of the base salary payments due to him for a period of one year; and

Axion Power International, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (November 10th, 2014)

The Employment Agreement is entered into and effective this 1st day of November, 2014, between Axion Power International, Inc., a Delaware corporation, having a place of business at 3601 Clover Lane, New Castle, Pennsylvania 16105 (the "Company") and Charles Trego, having an address of 6945 Silverton Glenn, Victor, New York 14564 (the “Executive”).

Axion Power International, Inc. – WARRANT AGREEMENT Axion Power International, Inc. and Continental Stock Transfer and Trust Company, as Warrant Agent WARRANT AGREEMENT (October 29th, 2014)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 24 , 2014, is by and between Axion Power International, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer and Trust Company  , a                                               , as Warrant Agent (the “Warrant Agent ”).

Axion Power International, Inc. – WARRANT AGREEMENT Axion Power International, Inc. and (October 22nd, 2014)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of                         , 2014, is by and between Axion Power International, Inc., a Delaware corporation (the “Company”), and                                 , a                                              , as Warrant Agent (the “Warrant Agent”).

Axion Power International, Inc. – WARRANT AGREEMENT Axion Power International, Inc. and (October 6th, 2014)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of                         , 2014, is by and between Axion Power International, Inc., a Delaware corporation (the “Company”), and                                 , a                                              , as Warrant Agent (the “Warrant Agent”).

Axion Power International, Inc. – WARRANT AGREEMENT Axion Power International, Inc. and (September 15th, 2014)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of                         , 2014, is by and between Axion Power International, Inc., a Delaware corporation (the “Company”), and                                 , a                                              , as Warrant Agent (the “Warrant Agent”).

Axion Power International, Inc. – COMMON STOCK PURCHASE WARRANT AXION POWER INTERNATIONAL, INC. (September 15th, 2014)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days from the effective date of the Registration Statement (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the effective date of the Registration Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Axion Power International, Inc., a Delaware corporation (the “Company”), up to [        ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.005 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Axion Power International, Inc. – AXION POWER INTERNATIONAL, INC. UNDERWRITING AGREEMENT (September 15th, 2014)
Axion Power International, Inc. – FORM OF LEGAL OPINION, WHICH WILL BE FILED BY AMENDMENT (August 8th, 2014)

I have acted as special counsel to Axion Power International, Inc., a Delaware corporation (the “ Company ”), in connection with the Company’s registration statement on Form S-1 (the “ Registration Statement ”), filed with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), relating to the issuance and sale of _______ shares of common stock of the Company, par value $0.0001 per share (the “ Common Stock ”), issued by the Company.

Axion Power International, Inc. – WARRANT EXCHANGE AGREEMENT (August 4th, 2014)

This Warrant Exchange Agreement (“Agreement”), dated as of August 1, 2014 (“Effective Date”), is entered into by and between Axion Power International, Inc., a Delaware corporation (the “Company”), and Capital Ventures International (“Investor”). The parties agree as follows:

Axion Power International, Inc. – SECURITY AGREEMENT (July 31st, 2014)

Any change in the address of any party shall be given by the party having such change to the other parties in the manner provided above. Thereafter, all notices shall be given in accordance with the notice of change of address. Notices given before actual receipt of the notice of change of address shall not be invalidated by change of address.

Axion Power International, Inc. – AXION POWER INTERNATIONAL, INC. AMENDED PROMISSORY NOTE (July 31st, 2014)

FOR VALUE RECEIVED, Axion Power International, Inc., a Delaware corporation (the “Maker”), hereby promises to pay to the order of Robert Averill or his registered assigns (the “Holder”), as designated herein or at such other place as the legal holder shall designate in writing, the amount set out above as the Original Principal Amount when due, together with interest at the applicable Interest Rate on the principal balance from the date hereof. This Amended Promissory Note amends and supersedes a Subordinated Convertible Note issued May 8, 2013 by Axion Power International, Inc. payable to Robert Averill.