SUBSCRIPTION AGREEMENTSubscription Agreement • May 18th, 2011 • Greenman Technologies Inc • Plastics products, nec • Massachusetts
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into by and between the party signing the Signature Page attached hereto (the “Investor”) and GreenMan Technologies, Inc., a Delaware corporation with a principal place of business of 7 Kimball Lane, Building A, Lynnfield, Massachusetts 01940 (the “Company”). The Company, pursuant to the Company’s Confidential Private Placement Memorandum dated as of April 18, 2011 (the “Private Placement Memorandum”), is offering (i) convertible promissory notes in the aggregate principal amount of up to $1,000,000 (each, a “Note” and, collectively, the “Notes”), which may be converted into shares of the Company’s common stock, $.01 par value per share (the “Common Stock”), at the option of the Investor or of the Company, as set forth in the Notes and in the Private Placement Memorandum, and (ii) warrants to purchase that number of shares of Common Stock which is equal to (x) the number of shares of Common Stock into which each Not
ContractGreenman Technologies Inc • May 18th, 2011 • Plastics products, nec
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE SHARES OF CAPITAL STOCK RECEIVABLE UPON CONVERSION OF THIS NOTE HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS OR THEIR DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR THIS NOTE OR SUCH SHARES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractGreenman Technologies Inc • May 18th, 2011 • Plastics products, nec • Massachusetts
NEITHER THIS WARRANT NOR ANY SECURITIES THAT MAY BE ISSUED UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND THIS WARRANT AND ANY SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
