LEASE Between LITHIUM NICKEL ASSET HOLDING COMPANY I, INC., Landlord and EEI ACQUISITION CO., LLC, Tenant Premises 12801 NW Highway 441 Alachua, Florida 32615 [Lithium-Ion Building]Lease • April 6th, 2006 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Florida
LEASE (this “Lease”) made as of April 5, 2006 (“Effective Date”), between LITHIUM NICKEL ASSET HOLDING COMPANY I, INC., a Delaware corporation (“Landlord”) having an address c/o Topspin Partners, L.P., Three Expressway Plaza, Roslyn Heights, New York 11577, and EEI ACQUISITION CO., LLC, a Delaware limited liability company (“Tenant”) having an address c/o Electro Energy Inc., 30 Shelter Rock Road, Danbury, Connecticut 06810.
ASSET PURCHASE AGREEMENT BY AND AMONG EEI ACQUISITION CO., LLC ELECTRO ENERGY INC. AND LITHIUM NICKEL ASSET HOLDING COMPANY I, INC. DATED AS OF March 31, 2006Asset Purchase Agreement • April 6th, 2006 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
This ASSET PURCHASE AGREEMENT, dated as of March 31, 2006 (this “Agreement”), is entered into by and among EEI Acquisition Co., LLC, a Delaware limited liability company or its wholly owned designated subsidiary (“Buyer”), Electro Energy Inc., a Florida corporation (“Parent”), and Lithium Nickel Asset Holding Company I, Inc., a Delaware corporation (“Seller”). Certain capitalized terms used in this Agreement have the meanings assigned to them in Article IX.
Electro Energy Inc. GUARANTY AGREEMENTGuaranty Agreement • April 6th, 2006 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified, this “Guaranty” or this “Agreement”), dated as of March 31, 2006, is made by EEI TECHNOLOGIES, INC., a Delaware corporation (“Technologies”), MOBILE ENERGY PRODUCTS, INC. d/b/a ELECTRO ENERGY MOBILE PRODUCTS, INC., a Delaware corporation (“Mobile Products”), and EEI ACQUISITION CO., LLC, a Delaware limited liability company (“Acquisition”) (each a “Guarantor” and collectively the “Guarantors”), in favor of Context Capital Management, LLC (the “Collateral Agent”), as collateral agent for the ratable benefit of the investors (the “Holders”) in Electro Energy Inc., a Florida corporation and the parent corporation of the Guarantors (the “Issuer”), under the Note and Warrant Purchase Agreement, dated as of March 31, 2006 (as amended, modified, supplemented and/or restated from time to time, the “Purchase Agreement”), by and among the Issuer and the Holders.
Electro Energy Inc. ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • April 6th, 2006 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
THIS ESCROW DEPOSIT AGREEMENT (this “Agreement”), dated as of this 31st day of March 2006, by and among ELECTRO ENERGY INC., a Florida corporation (the “Company”), having an address at 30 Shelter Rock Road, Danbury, Connecticut 06810, each of the purchasers of the Notes (as such term is defined below) listed on Schedule I attached hereto (collectively, the “Purchasers”) and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, New York 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Note and Warrant Purchase Agreement, dated as of March 31, 2006, by and among the Company and the Purchasers party thereto, as amended or supplemented from time to time, including all attachments, schedules and exhibits thereto (the “Purchase Agreement”).
Electro Energy Inc. SECURITY AGREEMENTSecurity Agreement • April 6th, 2006 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
SECURITY AGREEMENT, dated as of March 31, 2006, by and among ELECTRO ENERGY INC., a Florida corporation (the “Issuer”), EEI TECHNOLOGIES, INC., a Delaware corporation (“Technologies”), MOBILE ENERGY PRODUCTS, INC. d/b/a ELECTRO ENERGY MOBILE PRODUCTS, INC., a Delaware corporation (“Mobile Products”), EEI ACQUISITION CO., LLC, a Delaware limited liability company (“Acquisition”) and any and all Additional Grantors who may become party to this Agreement (the Issuer, Technologies, Mobile Products, Acquisition and such Additional Grantors are each hereinafter referred to as a “Grantor” and collectively as the “Grantors”), in favor of Context Capital Management, LLC (the “Collateral Agent”), as collateral agent for the ratable benefit of the Issuer’s investors (the “Holders”) under the Note and Warrant Purchase Agreement, dated as of March 31, 2006 (as amended, modified, supplemented and/or restated from time to time, the “Purchase Agreement”), by and among the Issuer and the Holders.
Electro Energy Inc. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2006 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
WHEREAS, pursuant to the Note and Warrant Purchase Agreement, dated as of March 31, 2006, between the Company and the Purchasers (the “Purchase Agreement”), the Purchasers have agreed to purchase from the Company $11,000,000 in aggregate principal amount of the Company’s 8.5% Senior Secured Convertible Notes due 2010 (the “Notes”), and have been issued Warrants (the “Warrants” and, together with the Notes, the “Securities”) to purchase up to an additional 578,947 aggregate shares of the Company’s common stock, par value $.001 per share;
Electro Energy Inc. Warrants to Purchase Common Stock NOTE AND WARRANT PURCHASE AGREEMENT As of March 31, 2006Note and Warrant Purchase Agreement • April 6th, 2006 • Electro Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Electro Energy Inc., a Florida corporation (the “Company”), hereby confirms its agreement with each of the purchasers whose name appears on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”) as set forth below. Certain terms used herein are defined on Schedule B hereto.
