Attached files
| file | filename |
|---|---|
| 8-K - Axion Power International, Inc. | v198195_8k.htm |
AMENDMENT NO. 3
TO
SECURITIES PURCHASE
AGREEMENT
This
Amendment No. 3 to Securities Purchase Agreement (“Amendment No. 3”) dated as of
September 30, 2010, is made by and between Axion Power International, Inc., a
Delaware corporation (the “Company”) and The Quercus
Trust ( “Quercus”).
R
E CI T A L S
A. WHEREAS,
the Company and the Buyer are parties to that certain Securities Purchase
Agreement dated as of January 14, 2008 as amended by that certain Amendment to
Warrants and Securities Purchase Agreement dated September 22, 2009 and that
certain Second Amendment to Securities Purchase Agreement dated December 15,
2009 (the “Securities Purchase
Agreement”).
B. WHEREAS,
the parties desire to amend the Securities Purchase Agreement to amend Section
5.7 thereof.
A
G R E E M E N T
NOW, THEREFORE, in
consideration of the mutual covenants and other agreements contained in this
Amendment No. 3, the Company and Quercus hereby agree as follows:
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1.
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Section
5.7 of the Securities Purchase Agreement is hereby deleted and replaced in
its entirety by the following:
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“Until
September 21, 2012, Buyer shall have the right to appoint one director to the
Company’s Board of Directors which, unless otherwise consented to by Quercus or
as otherwise required by federal or state securities or related law or
regulation or by securities exchange(i.e.: NYSE AMEX, etc.) rules,
shall consist of no more than seven (7) directors during the period ending
September 21, 2012. If the foregoing laws, rules or regulations shall
require more than seven directors, then Buyer, to the extent permitted by such
laws, rules or regulations, shall have the right to appoint the first of such
additional directors to serve until September 21,
2012. Nothing in this Section 5.7 shall require the Company to
appoint the aforesaid director or directors to any Board Committees, and any and
all Committee appointments shall be pursuant to standard Company standard
practices and procedures”.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly
executed by their respective authorized signatories as of the date first
indicated above.
| AXION POWER INTERNATIONAL, INC. | |||
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By:
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/s/ Thomas Granville | |
| Name: |
Thomas
Granville
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| Title: CEO | |||
| THE QUERCUS TRUST | |||
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By:
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/s/ David Gelbaum | |
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Name:
David Gelbaum
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|||
| Title: Trustee | |||