SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 20th, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 10, 2006, by and among ASTRIS ENERGI, INC., a corporation organized under the laws of the province of Ontario, Canada (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • April 20th, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 10, 2006, by and among ASTRIS ENERGI, INC., a corporation organized under the laws of the province of Ontario, Canada (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
SECURITY AGREEMENTSecurity Agreement • April 20th, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of April 10, 2006, by and between ASTRIS ENERGI, INC., a corporation organized under the laws of the province of Ontario, Canada with its principal place of business located at 2175 Dunwin Drive, Unit 6, Mississauga, ON L5L 1X2 (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS April 5, 2006Irrevocable Transfer Agent Instructions • April 20th, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies
This letter shall serve as our irrevocable authorization and direction to Equity Transfer Services, Inc. (the “Transfer Agent”) to issue the Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Treasury Direction (“Treasury Direction”) substantially in the form attached hereto as Exhibit “A”, delivered to the Transfer Agent by the Escrow Agent on behalf of the Company. Upon receipt of a Treasury Direction, the Transfer Agent shall within five (5) Trading Days thereafter issue and surrender to a common carrier for overnight delivery to the address as specified in the Treasury Direction, one or more certificates, registered in the name of the Buyer or its designees, for the number of Shares to which the Buyer shall be entitled as set forth in the Treasury Direction. For purposes hereof “Trading Day” shall mean any day on which the Nasdaq Market is open for customary trading.
SHARE ESCROW AGREEMENTShare Escrow Agreement • April 20th, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • New Jersey
THIS SHARE ESCROW AGREEMENT (the “Agreement”) is made and entered into as of April 10, 2006 (the “Effective Date”) by and among ASTRIS ENERGI, INC., a corporation organized under the laws of the province of Ontario, Canada (the “Company”), CORNELL CAPITAL PARTNERS, LP, (“Investor”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
