18,000,000 Shares A123 SYSTEMS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 6th, 2011 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
The undersigned understands that Deutsche Bank Securities Inc. and Goldman, Sachs & Co. (together, the “Representatives”) propose to enter into two Underwriting Agreements (the “Underwriting Agreements”) with A123 Systems, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company, providing for concurrent public offerings (each a “Public Offering” and collectively, the “Public Offerings”) by the several Underwriters, including the Representatives (collectively, the “Underwriters”), of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and convertible notes of the Company pursuant to a Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission.
Shares A123 SYSTEMS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2009 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
7,692,308 Shares of Common Stock, par value $0.001, and Warrants to Purchase Additional Shares of Common Stock A123 SYSTEMS, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • July 6th, 2012 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
40,000,000 SENIOR SECURED CREDIT FACILITIES $35,000,000 SENIOR SECURED DISCRETIONARY INCREMENTAL FACILITIES CREDIT AGREEMENT dated as of September 30, 2011, among A123 SYSTEMS, INC. and A123 SECURITIES CORPORATION as the Borrowers, THE SEVERAL LENDERS...Credit Agreement • November 9th, 2011 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of September 30, 2011, is entered into by and among A123 SYSTEMS, INC., a Delaware corporation (“A123”) and A123 SECURITIES CORPORATION, a Massachusetts corporation (“A123 Securities”, and together with A123, individually and collectively, jointly and severally, the “Borrowers” and each a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), a California corporation, as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 24th, 2012 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 23, 2012, by and among A123 Systems, Inc., a Delaware corporation, with headquarters located at 200 West Street, Waltham, Massachusetts 02451 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”) amends and restates in its entirety that certain Securities Purchase Agreement (the “Original Securities Purchase Agreement”) dated as of May 11, 2012 by and among the Company and the Buyers.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2012 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 11, 2012, by and among A123 Systems, Inc., a Delaware corporation, with headquarters located at 200 West Street, Waltham, Massachusetts 02451 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
A123 SYSTEMS, INC. Nonstatutory Stock Option Agreement Granted Under 2001 Stock Incentive PlanA123 Systems, Inc. • August 19th, 2009 • Miscellaneous electrical machinery, equipment & supplies
A123 SYSTEMS, INC. Executive Retention AgreementExecutive Retention Agreement • March 12th, 2012 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • Massachusetts
THIS EXECUTIVE RETENTION AGREEMENT by and between A123 Systems, Inc., Inc., a Delaware corporation (the “Company”), and (the “Executive”) is made as of , 2012 (the “Effective Date”).
TERM LOAN AND SECURITY AGREEMENTLoan Modification Agreement • March 11th, 2011 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This TERM LOAN AND SECURITY AGREEMENT (the “Agreement”) dated August 2, 2006 by and among SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“SVB”), as agent (the “Agent”), and the Lenders listed on Schedule 1.1 and otherwise party hereto, including without limitation, SVB and GOLD HILL VENTURE LENDING 03, L.P. (“Gold Hill”) and A123 SYSTEMS, INC., a Delaware corporation, whose address is Arsenal on the Charles, One Kingsbury Avenue, Watertown, MA 02472 (“Borrower”) provides the terms on which Lenders shall extend credit to Borrower and Borrower shall repay Lenders. The parties agree as follows:
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. MASSACHUSETTS INSTITUTE OF TECHNOLOGY and A123 Systems, Inc. EXCLUSIVE PATENT LICENSE AGREEMENT Offer to continue negotiations...Exclusive Patent License Agreement • October 31st, 2008 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the "EFFECTIVE DATE"), is between the Massachusetts Institute of Technology ("M.I.T."), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and A123 Systems, Inc. ("COMPANY"), a Massachusetts corporation, with a principal place of business at 1 Memorial Drive, 12th Floor, Cambridge, MA 02142.
LEASE AGREEMENTLease Agreement • August 8th, 2008 • A123 Systems Inc • Massachusetts
LEASE dated as of the 30th day of July 2007, between O'Brien Investment Partners, LLC, a limited liability company duly organized and existing under the laws of the Commonwealth of Massachusetts with a mailing address of P.O. Box 1250 Concord, Massachusetts (hereinafter referred to as "Landlord"), and A123 Systems, a corporation organized and existing under the laws of the State of Delaware with an address of 1 Kingsbury Avenue, Watertown, Massachusetts 02472 (hereinafter referred to as "Tenant").
QuickLinks -- Click here to rapidly navigate through this documentA123 Systems Inc • August 8th, 2008 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
GUARANTYGuaranty • August 16th, 2012 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of August [ ], 2012 by and among each of the Subsidiaries of A123 Systems, Inc. (the “Borrower”) listed on the signature pages hereto (each an “Initial Guarantor”) and those additional Subsidiaries of the Borrower which become parties to this Guaranty by executing a supplement hereto (a “Guaranty Supplement”) in the form attached hereto as Annex I (such additional Subsidiaries, together with the Initial Guarantors, the “Guarantors”), in favor of Wanxiang America Corporation (“Wanxiang”), as Agent (the “Agent”), for the benefit of the Lender (as defined below) under the Loan Agreement described below and the Holders (as defined below; the Agent, the Lender and the Holders, collectively, the “Secured Parties”) under the Securities Purchase Agreement described below. Unless otherwise defined herein, capitalized terms used herein and not defined herein shal
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. CO-OPERATIVE DEVELOPMENT & SUPPLY AGREEMENTSupply Agreement • October 31st, 2008 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • Maryland
This Co-operative Development & Supply Agreement ("Agreement") is hereby entered into between: A123 Systems, Inc. 8 Saint Mary's Street 6th Floor Boston, MA 02215 ("A123")
SUBSCRIPTION AGREEMENTSubscription Agreement • January 20th, 2012 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
The undersigned (the “Investor”) hereby confirms its agreement with A123 Systems, Inc., a Delaware corporation (the “Company”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2012 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
REGISTRATION RIGHTS AGREEMENT, dated as of August [ ], 2012, among A123 Systems, Inc., a Delaware corporation, with headquarters located at 200 West Street, Waltham, Massachusetts 02451 (the “Company”), Wanxiang America Corporation (“WAC”) and Wanxiang Clean Energy USA Corp. (“WCE” and, together with WAC, “Wanxiang”).
ASSET PURCHASE AGREEMENT by and among A123 SYSTEMS, INC., and its specified subsidiaries, as Sellers, and WANXIANG AMERICA CORPORATION, and its specified designees, as Purchasers Dated as of December 11, 2012Asset Purchase Agreement • December 17th, 2012 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This ASSET PURCHASE AGREEMENT, dated as of December 11, 2012 (this “Agreement”), is by and among A123 Systems, Inc., a Delaware corporation (“A123 Systems”), and the subsidiaries of A123 Systems set forth on Exhibit A (collectively, the “Sellers”), and Wanxiang America Corporation, a Kentucky corporation (“Wanxiang”), and the Wanxiang Designees, if any (the “Purchasers”). Each of the Sellers and Purchasers are referred to individually herein as a “Party” and collectively as the “Parties.”
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. JOINT DEVELOPMENT AND SUPPLY AGREEMENTJoint Development and Supply Agreement • October 31st, 2008 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Joint Development and Supply Agreement (this "Agreement") is made and entered into as of February 6, 2008 (the "Effective Date") by and between A123 Systems, Inc., a Delaware corporation with offices at 321 Arsenal Street, Watertown, Massachusetts 02472 ("A123"), and AES Energy Storage, LLC, a Delaware limited liability company, with offices at 4300 Wilson Boulevard, Arlington, Virginia 22203 ("AES"). AES and A123 individually and jointly may also be referred to as "Party" or "Parties."
A123 SYSTEMS, INC. Amended and Restated Executive Retention AgreementRetention Agreement • March 12th, 2012 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • Massachusetts
THIS AMENDED AND RESTATED EXECUTIVE RETENTION AGREEMENT by and between A123 Systems, Inc. a Delaware corporation (the “Company”), and (the “Executive”) is made as of , 2012 (the “Effective Date”). This Agreement amends and restates the Executive Retention Agreement between the Company and the Executive dated , 20 , as amended (the “Prior Agreement”).
A123 SYSTEMS, INC. CONSULTING AGREEMENTConsulting Agreement • February 4th, 2013 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • Massachusetts
THIS CONSULTING AGREEMENT (“Agreement”), made as of January 29th, 2013 (the “Effective Date”), sets forth the terms and conditions under which Eric Pyenson (“Contractor”) will provide consulting services to A123 Systems, Inc. (“A123”) with a principal office at 200 West Street, Waltham, MA 02451.
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • May 10th, 2012 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Technology License Agreement (the “Agreement”), dated November 3, 2011 (the “Effective Date”), is entered into by A123 Systems, Inc., with offices at 200 West Street, Waltham, MA 02451 USA (the “Licensor”), a corporation organized and existing under the laws of the State of Delaware in the United States of America, and IHI Corporation, with offices at Toyosu IHI Building 1-1, Toyosu 3-chome, Koto-ku, Tokyo 135-8710 Japan (the “Licensee”), a corporation organized and existing under the laws of Japan.
LOAN AGREEMENT dated as of August 16, 2012 between A123 SYSTEMS, INC. and WANXIANG AMERICA CORPORATIONLoan Agreement • August 16th, 2012 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This LOAN AGREEMENT, dated as of August 16, 2012 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between A123 SYSTEMS, INC. (the “Borrower”) and WANXIANG AMERICA CORPORATION (“Wanxiang”) as the initial lender (the “Lender”) hereunder and as agent for itself and each other Person that may from time to time be a “Lender” hereunder.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Supply AgreementSupply Agreement • November 10th, 2010 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
ASSISTANCE AGREEMENTAssistance Agreement • May 15th, 2012 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies
Real Estate [Building] Lease Agreement September 15, 2008 Lessor: Jijun Company Lessee: Enerland Co., Ltd.Lease Agreement • September 9th, 2009 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies
This Lease Agreement shall be made and entered into between Lessor, Jijun Company (“Lessor”, hereinafter) and Lessee, Enerland Co., Ltd. (“Lessee” hereinafter) with the following conditions.
LOAN AND SECURITY AGREEMENT NO. HLR9034Loan and Security Agreement • August 8th, 2008 • A123 Systems Inc • Illinois
This Loan and Security Agreement (this "Loan Agreement"), made as of February 24, 2005 by and between HELLER FINANCIAL LEASING, INC., a GE company ("Lender"), a Delaware corporation with its principal place of business at 500 West Monroe, Chicago, Illinois 60661 and A123 Systems, Inc. ("Borrower"), a Delaware corporation, with its principal place of business at One Kingsbury Avenue, Watertown, MA 02472.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 6th, 2012 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
The undersigned (the “Investor”) hereby confirms its agreement with A123 Systems, Inc., a Delaware corporation (the “Company”), as follows:
LOAN AND SECURITY AGREEMENT (Operating Line of Credit)Loan and Security Agreement • August 8th, 2008 • A123 Systems Inc • Delaware
This LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of August 2, 2006, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (FAX 617-969-5965) ("Bank") and A123 SYSTEMS, INC., a Delaware corporation, with offices at Arsenal on the Charles, One Kingsbury Avenue, Watertown, Massachusetts 02472 (FAX 617-778-5749) ("Borrower"), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
WARRANT TO PURCHASE SHARES OF SERIES B CONVERTIBLE PREFERRED STOCKA123 Systems Inc • August 8th, 2008 • Delaware
THIS CERTIFIES THAT, for good and valuable consideration received from Heller Financial Leasing, Inc., a GE Company ("Warrantholder"), Warrantholder is entitled to subscribe for and purchase 67,366 shares (as adjusted pursuant to provisions hereof, the "Shares") of the fully paid and non-assessable Series B Convertible Preferred Stock of A123 Systems, Inc., a Delaware corporation with its principal place of business at One Kingsbury Avenue, Watertown, MA 02472 (the "Company"), at an exercise price per share of $2.078192 (such price and such other price as shall result, from time to time, from adjustments specified herein, is hereafter referred to as the "Exercise Price"), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term "Preferred Stock" or "Shares" shall mean the Company's presently authorized Series B Convertible Preferred Stock, and any stock into or for which such Series B Convertible Preferred Stock may hereafter be conver
ASSET PURCHASE AGREEMENT by and among A123 SYSTEMS, INC., and its specified subsidiaries, as Sellers, and NAVITAS SYSTEMS LLC, as Purchaser Dated as of December 11, 2012Asset Purchase Agreement • December 17th, 2012 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This ASSET PURCHASE AGREEMENT, dated as of December 11, 2012 (this “Agreement”), is by and among A123 Systems, Inc., a Delaware corporation (“A123 Systems”), and the subsidiaries of A123 Systems set forth on Exhibit A (collectively with A123 Systems, the “Sellers”), Navitas Systems LLC, an Illinois limited liability company (the “Purchaser”), and, solely with respect to Section 10.15, Alan M. ElShafei, an individual. Each of the Sellers and Purchaser are referred to individually herein as a “Party” and collectively as the “Parties.”
Lease ContractA123 Systems Inc • August 8th, 2008
Both parties conclude the following contract in respect of leasing normal workshop for project supported by the second period increasing capital of A123 Systems (China) Materials Co., Ltd:
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • October 15th, 2012 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This CONSENT AND WAIVER AGREEMENT (the “Consent”), dated as of October 12, 2012, is provided under the Loan Agreement, dated as of August 16, 2012 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among A123 Systems, Inc., a Delaware corporation (“Borrower”), and Wanxiang America Corporation (“Lender”), as the initial lender and agent for any Person who may become a lender under the Loan Agreement. Capitalized terms used herein but not defined herein have the meaning given in the Loan Agreement.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. CPREMETM - A123 SYSTEMS SALES AGREEMENTSystems Sales Agreement • August 11th, 2010 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • Texas
This Sales Agreement (“Agreement”) is made and entered into between ConocoPhillips Specialty Products Inc., a Delaware corporation with an office at 600 North Dairy Ashford, Houston, Texas 77079 (“Seller”) and A123 Systems, Inc., a Delaware corporation, with an office at Arsenal on the Charles, 321 Arsenal Street, Watertown, Massachusetts 02472 (“Buyer”).
Real Estate [Building] Lease AgreementLease Agreement • August 8th, 2008 • A123 Systems Inc
The lessor Hyundai J. Comm (from now on, "A") and Lessee Enerland (from now on "B") execute this lease agreement under the following terms: /seal/ /seal/
FIRST AMENDMENT TO WARRANTSA123 Systems, Inc. • August 16th, 2012 • Miscellaneous electrical machinery, equipment & supplies • New York
FIRST AMENDMENT TO WARRANTS, dated [ ], 2012 (this “Amendment”), by and between A123 Systems, Inc., a Delaware corporation, (the “Company”) and [ ] (the “Holders”).
