Exhibit 99.2
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made as of
____________, 2008, by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee for The Second
Amended And Restated Trust For The Benefit Of The Shareholders Of Mega-C Power
Corporation (the "Seller"), and _______________________ (the "Purchaser") with
respect to the purchase by the Purchaser of shares of Common Stock of Axion
Power International, Inc., a Delaware corporation (the "Company"), currently
held by the Seller.
1. SALE OF STOCK.
1.1 Subject to the terms and conditions of this Agreement, on
the Closing Date the Seller will and hereby does sell and transfer to the
Purchaser ____________ shares of the Company's Common Stock (the "Shares") at a
purchase price of $1.10 per share for an aggregate purchase price of
$___________. The term "Shares" refers to the purchased Shares and all
securities received in replacement of the Shares or as stock dividends or
splits, all securities received in replacement of the Shares in a
recapitalization, merger, reorganization, exchange or the like, and all new,
substituted or additional securities or other properties to which the Purchaser
is entitled by reason of the Purchaser's ownership of the Shares.
1.2 The closing of the purchase and sale of the Shares
hereunder (the "Closing") shall occur simultaneously with the execution of this
Agreement by the parties (the "Closing Date"). At such Closing, upon receipt of
the consideration for the Shares, the Seller does hereby sell, assign and
transfer unto the Purchaser all of the Seller's right, title and interest in and
to the Shares. The Seller agrees to submit its executed original stock
certificate representing the Shares being transferred hereunder, along with a
fully executed copy of this Agreement, to the Company to effect the transfer
hereunder. Both the Seller and the Purchaser agree to take such further actions
and provide such further information and documentation as may be reasonably
necessary to effect the transactions set forth herein.
2. SELLER REPRESENTATIONS. In connection with the sale of the Shares,
the Seller represents to the Purchaser the following:
2.1 The Seller currently owns all right, title and interest in
and to the Shares, free of all liens and encumbrances, other than restrictions
on transfer imposed by applicable federal and state securities laws.
2.2 The Seller is selling the Shares for its own benefit and
not as part of any any "distribution" within the meaning of the Securities Act
of 1933, as amended (the "Securities Act"), by the Company. The Seller has not
used any means of general soliciation or advertising in connection with the
offer or sale of the Shares to the Purchaser.
3. INVESTMENT REPRESENTATIONS. In connection with the purchase of the
Shares, the Purchaser represents to the Seller and to the Company the following:
3.1 The Purchaser is acquiring the Shares for its own
account and for investment purposes only.
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3.2 The Purchaser is not acquiring the Shares with a view to
dividing its participation with others or with a view to or in connection with
any offering or distribution in violation of Section 5 of the Securities Act of
1933, as amended (the "Act"), or any applicable federal or state securities
laws, rules or regulations.
3.3 The Purchaser has no contract, undertaking, arrangement or
agreement with any person to sell or transfer to any such person or to have any
such person sell for the Purchaser all or any of said Shares, and the Purchaser
is not engaged in and does not within the foreseeable future, plan to engage in
any venture with any person relative to the sale or transfer of any of the said
Shares.
3.4 The Purchaser has no present obligation, indebtedness or
commitment, nor are any circumstances in existence, which will compel the
Purchaser to secure funds by the sale of any of the said Shares, nor is the
Purchaser a party to any plan or undertaking which would require or contemplate
that proceeds from the sale of all or a part of said Shares be utilized in
connection therewith.
3.5 The Purchaser does not anticipate acquiring the Shares for
sale or other distribution upon the occurrence or non-occurrence of some
predetermined event or upon the lapse of any particular period of time.
3.6 The Purchaser has not been induced to acquire the Shares
by the use of advertisements or any form of public solicitation by the Company,
Seller, or their respective agents or representatives, and the Purchaser has not
and does not intend to pay any commission or other remuneration to any person in
connection with its acquisition of the Shares.
3.7 The Shares will be held by the Purchaser subject to all
applicable provisions of the Act, the Rules and Regulations of the Securities
and Exchange Commission thereunder, and all applicable state securities laws,
rules and/or regulations thereunder.
3.8 The Purchaser understands that the Shares have not been
registered under the Act, or under the securities laws of any state, and that
the Shares cannot be sold unless they are subsequently registered under the Act
and/or applicable state securities laws or unless exemptions from such
registration provisions are available. Purchaser understands that the
certificates representing the Shares and any and all securities issued in
replacement therefor or exchanged therefor shall bear the following legend, or
one substantially similar thereto:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
TRANSFERRED UNLESS THEY ARE SO REGISTERED OR, IN THE OPINION
OF COUNSEL ACCEPTABLE TO THIS CORPORATION, SUCH TRANSFER IS
EXEMPT FROM REGISTRATION.
3.9 The Purchaser understands that, although an exemption from
registration under Rule 144 under the Act may become available for certain
resales of the Shares, various significant conditions of Rule 144 must be
satisfied prior to any sale in reliance thereon.
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The Purchaser understands that ownership of the Shares involves substantial
risk. The Purchaser acknowledges that the Purchaser has evaluated such risk and
has determined that the Shares are suitable investments. The Purchaser is
sophisticated in financial and business matters and is capable of evaluating the
merits and risks of an investment of this type and of protecting its own
interests in connection with this transaction.
3.10 The Purchaser understands that the Company and the Seller
are relying on the accuracy of the representations made herein and, but for the
representations made hereunder, Seller would not sell the Shares, the Company
would not consent to the transfer thereof.
3.11 The Purchaser is aware of the Company's business affairs
and financial condition and has acquired sufficient information about the
Company (including the Company's public filings under the Act and the Securities
Exchange Act of 1934, as amended, as such are available without charge on the
website of the U.S. Securities and Exchange Commission) to reach an informed and
knowledgeable decision to acquire the Shares.
4. ADDITIONAL PROVISIONS.
4.1 RESTRICTIVE LEGEND. The certificate or certificates representing the Shares
shall bear a legend which prohibits the transfer of the securities unless they
are registered or such registration is not required in the opinion of counsel
for the Company.
4.2 STOP-TRANSFER NOTICES. The Purchaser agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue
appropriate "stop transfer" instructions to its transfer agent, if any, and
that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.
4.3 REFUSAL TO TRANSFER. The Company shall not be required (i) to transfer on
its books any Shares that have been sold or otherwise transferred in violation
of any of the provisions of this Agreement or (ii) to treat as owner of such
Shares or to accord the right to vote or pay dividends to any purchaser or other
transferee to whom such Shares shall have been so transferred.
4.4 PURCHASER INDEMNITIES. The Purchaser hereby agrees to
indemnify and hold harmless the Seller and the Company from and against any and
all losses, costs, liabilities and expenses arising out of or related to the
transfer by the Seller to the Purchaser or the resale or distribution by the
Purchaser of any portion of the Shares in violation of the Act or any applicable
state securities laws or any written agreements covering the Shares. The
Purchaser further agrees to defend, indemnify and hold harmless the Company and
the Company's legal counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, and their respective officers,
directors, employees, agents, and partners, from and against any and all
damages, losses, costs, liabilities and expenses (including reasonable
attorneys' fees) arising out of or related to any breach of the representations,
warranties or covenants of the Purchaser under this Stock Purchase Agreement.
5. MISCELLANEOUS.
5.1 This Agreement may be amended by written agreement
between the Seller and the Purchaser.
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5.2 Any notice, demand or request required or permitted to be
given under this Agreement shall be in writing and shall be deemed sufficient
when delivered personally or sent by telecopy or forty-eight (48) hours after
being deposited in the U.S. mail, as certified or registered mail, with postage
prepaid, and addressed, if to the Company, at its principal place of business,
attention the President, and if to the Seller or the Purchaser, at the addresses
as shown on the signature page hereto or such address as a party may notify the
other party and the Company of not less than 10 days in advance.
5.3 The rights and benefits of this Agreement shall inure to
the benefit of, and be enforceable by successors and assigns of the parties.
5.4 This Agreement and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of Nevada,
without giving effect to principles of conflicts of law.
5.5 This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
5.6 This Agreement constitutes the entire agreement between
the parties hereto pertaining to the subject matter hereof, and any and all
other written or oral agreements existing between the parties hereto are
expressly canceled.
5.7 Each party hereto agrees that it shall at all times keep
confidential and not divulge, furnish or make accessible to anyone any
confidential information, knowledge or data concerning or relating to the
business or financial affairs of the other party (or the Company) to which such
party has been or shall become privy by reason of this Agreement, discussions or
negotiations relating to this Agreement, the performance of its obligations
hereunder or the ownership of Shares purchased hereunder.
5.8 The Company, its agents, representatives and legal counsel
shall be intended third-party beneficiaries of all applicable terms of this
Agreement. Furthermore, the parties expressly agree that the Company may delay
or refuse to transfer of the Shares to the Purchaser hereunder in the event that
the Company believes that such transfer would violate applicable federal or
state securities laws, and that the Company's legal counsel may rely upon the
representations of the parties set forth herein in connection with any opinion
of counsel delivered to the Company and/or its transfer agent in connection with
the tranasctions contemplated hereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first set forth above.
SELLER: PURCHASER:
Second Amended and Restated Trust [ ]
for the Benefit of the Shareholders
of Mega-C Power Corporation
By: By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
Address: Address:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇, ▇▇ ▇▇▇▇▇ ---------------------------
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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