SECURITIES
PURCHASE AGREEMENT


 


SECURITIES
PURCHASE AGREEMENT (the “Agreement”), dated as of April ___, 2019, by and among alpha-En Corporation, a
Delaware corporation, (the “Company”), and the investors identified in their respective “Buyer Signature
Page” attached hereto (individually, a “Buyer” and collectively, the “Buyers”).


 


WHEREAS:


 


A. The
Company and each Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of
Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the 1933 Act.


 


B. 
Each Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) that
aggregate number of shares of the Company’s Series B Preferred Stock, par value $0.01 per share (the “Series B
Preferred Stock”), as set forth on such Buyer’s Signature Page (which aggregate amount for all Buyers together
shall be up to 1,500 shares of Series B Preferred Stock and shall collectively be referred to herein as the “Preferred
Shares”) and (ii) a warrant to acquire up to that number of additional shares of common stock of the Company, par value
$0.01 per share (the “Common Stock”) as set forth on such Buyer’s Signature Page (the “Warrants”),
in substantially the form attached hereto as Exhibit A (as exercised, collectively, the “Warrant Shares”).


 


C. The
Preferred Shares, the Warrants and the Warrant Shares collectively are referred to as the “Securities”.


 


NOW,
THEREFORE, the Company and each Buyer hereby agree as follows:


 


1. PURCHASE
AND SALE OF PREFERRED SHARES AND WARRANTS.


 


(a)  Purchase
of Preferred Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6
and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase
from the Company on the Closing Date (as defined below), the number of Preferred Shares set forth on each Buyer’s Signature
Page and the Warrants to acquire up to that number of Warrant Shares set forth on each Buyer’s Signature Page.


 


(b) Closing.
The sale and purchase of the Preferred Shares and Warrants may take place at one or multiple closings (each, a “Closing”)
to be held at such place and time as Company and the Buyers may determine (the “Closing Date”) following satisfaction
(or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below. At each Closing, the Company may
update this Agreement and the Buyer Signature Pages attached hereto, without need for the consent or written waiver of the Buyers
to reflect such additional Closing.


 


(c) Purchase
Price. The Preferred Shares and Warrants will be sold as units, with each unit consisting of one (1) share of Series B Preferred
Stock and a Warrant to purchase one thousand (1,000) shares of Common Stock, with the price of each such unit being $1,000. The
aggregate purchase price for the Preferred Shares and the Warrants to be purchased by each Buyer at a Closing (the “Purchase
Price”) will be the amount set forth on each Buyer’s Signature Page.


 


(d) Form
of Payment. On Each Closing Date, as applicable, (i) each Buyer shall pay its Purchase Price to the Company for the Preferred
Shares and the Warrants to be issued and sold to such Buyer at the Closing by wire transfer of immediately available funds or
by check in accordance with the Company’s written payment instructions and (ii) the Company shall deliver to each Buyer
one or more stock certificates, evidencing the number of Preferred Shares such Buyer is purchasing, or evidence of a book entry
for such shares recorded in the stock records of the Company, and one or more warrant certificates, evidencing the Warrants such
Buyer is purchasing, which certificates shall be duly executed on behalf of the Company and registered in the Company’s
records in the name of such Buyer or its designee.


 






    	 	 	 



     


    

  


(e) Preferred
Stock Designation. At the first Closing, the company shall cause to be filed with the Secretary of State for the State of
Delaware an amendment to its amended and restated certificate of incorporation providing for the rights and preferences of the
Series B Preferred Stock (the “Charter Amendment”) in the form attached hereto as Exhibit B.


 


2. BUYER’S
REPRESENTATIONS AND WARRANTIES. Each Buyer, severally and not jointly, represents and warrants with respect to only itself
that:


 


(a) No
Public Sale or Distribution. Such Buyer (i) is acquiring the Preferred Shares and Warrants and (ii) upon exercise of the Warrants,
will acquire the Warrant Shares issuable upon exercise of the Warrants, for its own account and not with a view towards, or for
resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the
1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently
have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities.
For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.


 


(b) Accredited
Investor Status. Such Buyer represents and warrants to the Company that, (i) it is an “accredited investor” within
the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act and (ii) by reason of its
business and financial experience it has such knowledge, sophistication and experience in making similar investments and in business
and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,
is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such
investment.


 


(c) Reliance
on Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part
upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility
of such Buyer to acquire the Securities.


 


(d) Information.
Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations
of the Company and materials relating to the offer and sale of the Securities that have been requested by such Buyer. Such Buyer
and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other
due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect
such Buyer’s right to rely on the Company’s representations and warranties contained herein. Such Buyer understands
that its investment in the Securities involves a high degree of risk and is able to afford a complete loss of such investment.
Such Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision
with respect to its acquisition of the Securities. Such Buyer confirms and agrees that (i) it has independently evaluated the
investment risks and the merits of its decision to purchase the Securities, (ii) it has not relied on the advice of, or any representations
by, any other Person, other than the Company and its officers and directors, in making such decision, and (iii) no Person, other
than the Company and its officers and directors, has any responsibility with respect to the completeness or accuracy of any information
or materials furnished to such Buyer in connection with the transactions contemplated hereby.


 


(e) No
Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment
in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 









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(f) Transfer
or Resale. Such Buyer understands that: (i) the Securities have not been and are not being registered under the 1933 Act or
any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder,
(B) such Buyer shall have delivered to the Company an opinion of counsel, in form and substance reasonably acceptable to the Company,
to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption
from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned
or transferred pursuant to Rule 144 promulgated under the 1933 Act (“Rule 144”) or Rule 144A promulgated under
the 1933 Act (“Rule 144A”) (or successor rules thereto) (collectively, “Resale Exemptions”);
(ii) any sale of the Securities made in reliance on the Resale Exemptions may be made only in accordance with the terms of Rule
144 or Rule 144A, as applicable, and further, if a Resale Exemption is not applicable, any resale of the Securities under circumstances
in which the seller (or the Person) through whom the sale is made) may be deemed to be an underwriter (as that term is defined
in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder;
and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any
state securities laws or to comply with the terms and conditions of any exemption thereunder.


 


(g) Legends.
Such Buyer understands that the certificates or other instruments representing the Preferred Shares, the Warrants and the Warrant
Shares, and shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially
the following form (and a stop-transfer order may be placed against transfer of such stock certificates or other instruments):


 


NEITHER
THE SECURITIES REPRESENTED BY THIS INSTRUMENT NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY
THE SECURITIES.


 


The
legend set forth above shall be removed and the Company shall issue a certificate or other instrument without such legend to the
holder of the Securities if (i) such Securities are registered for resale under the 1933 Act (in which case an alternate prospectus
delivery legend may apply), (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with
an opinion of counsel, in form and substance reasonably acceptable to the Company, to the effect that such sale, assignment or
transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act, or (iii) the Securities
can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A.


 


(h) Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and shall
constitute the legal, valid and binding obligation of such Buyer enforceable against such Buyer in accordance with its terms,
except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies.


 









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(i) No
Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the
transactions contemplated hereby will not (i) result in a violation of the organizational documents of such Buyer or (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which
such Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws) applicable to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults,
rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect
on the ability of such Buyer to perform its obligations hereunder.


 


(j) No
General Solicitation and Advertising; Prior Relationship. Such Buyer represents and acknowledges, to its knowledge, that it
has not been solicited to offer to purchase or to purchase any Securities by means of any general solicitation or advertising
within the meaning of Regulation D.


 


(k) Rule
506(d) Representation. Such Buyer represents that it is not a person of the type described in Section 506(d) of Regulation
D that would disqualify the Company from engaging in a transaction pursuant to Section 506 of Regulation D.


 


(l) Residency.
Such Buyer is a resident of that jurisdiction specified below its address on each such Buyer’s Signature Page.


 


(m) Purchases
by Company Insiders. Such Buyer acknowledges that it has been informed by the Company that certain directors of the Company
have committed to purchase Preferred Shares and Warrants pursuant to this Agreement, with the aggregate amount of such investment
expected to be approximately $300,000, subject in all respects to increase or decrease at the sole election of such directors.


 


3. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


The
Company represents and warrants to each of the Buyers, as of the Closing Date (unless otherwise provided herein), that:


 


(a) Organization
and Qualification. The Company is duly organized and validly existing in good standing under the laws of the jurisdiction
in which it is formed, and has the requisite power and authorization to own is properties and to carry on its business as now
being conducted. The Company is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction
in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to
the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse
Effect. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on the business,
properties, assets, operations, results of operations, condition (financial or otherwise) or prospects of the Company or on the
transactions contemplated hereby or on the other Transaction Documents (as defined in Section 3(b)) or by the agreements
and instruments to be entered into in connection herewith or therewith, or on the authority or ability of the Company to perform
its obligations under the Transaction Documents.


 


(b) Authorization;
Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this
Agreement and the Warrants (collectively, the “Transaction Documents”) and to issue the Securities in accordance
with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby have been duly authorized by the Company’s Board of Directors.
This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal,
valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except
as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


(c) Issuance
of Securities. The Preferred Shares and the Warrants are duly authorized. Assuming the accuracy of each of the representations
and warranties set forth in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt
from registration under the 1933 Act.


  



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(d) Acknowledgment
Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the
capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby
and thereby. The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in
any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any
advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions
contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents
to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent
evaluation by the Company and its representatives.


 


(e) SEC
Documents; Financial Statements. During the prior 12 months, the Company has filed all material reports, schedules, forms,
statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, and
all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein
being hereinafter referred to as the “SEC Documents”). The SEC Documents are available to each Buyer on the
SEC’s website and to the extent requested, the Company has made available copies of such SEC Documents to each Buyer.


 


4. COVENANTS.


 


(a) Best
Efforts. Each party shall use its reasonable best efforts timely to satisfy each of the covenants and the conditions to be
satisfied by it as provided in Sections 6 and 7 of this Agreement.


 


(b) Use
of Proceeds. The Company will use the proceeds from the sale of the Securities for working capital and general corporate purposes.


 


(c)  Closing
Documents. On or prior to 30 calendar days after the Closing Date, the Company agrees to deliver, or cause to be delivered,
to each Buyer a complete closing set of the executed Transaction Documents, Securities and any other documents required to be
delivered to any party pursuant to Section 7 hereof or otherwise.


 


5. REGISTER;
TRANSFER AGENT INSTRUCTIONS.


 


(a) Register.
The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate
by notice to each holder of Securities), a register for the Warrants in which the Company shall record the name and address of
the Person in whose name the Warrants have been issued (including the name and address of each transferee), the number of Warrant
Shares issuable upon exercise of the Warrants held by such Person. The Company shall keep the register open and available at all
times during business hours for inspection of any Buyer or its legal representatives.


 


(b) Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent,
to issue certificates or credit shares to the applicable balance accounts in the name of each Buyer or its respective nominee(s),
for the Preferred Shares issued at the Closing and for the Warrant Shares in such amounts as specified from time to time by each
Buyer to the Company upon exercise of the Warrants.


 


6. CONDITIONS
TO THE COMPANY’S OBLIGATION TO SELL.


 


The
obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer at the Closing
is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions
are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each
Buyer with prior written notice thereof:


 






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(i) Such
Buyer shall have executed each of the Transaction Documents to which it is a party and the Investor Questionnaire included following
the signature page hereto and delivered each of the same to the Company.


 


(ii) Such
Buyer shall have delivered its Purchase Price to the Company, for the Preferred Shares and the related Warrants being purchased
by such Buyer at the Closing by wire transfer of immediately available funds or by check, pursuant to the payment instructions
provided by the Company.


 


(iii) The
representations and warranties of such Buyer shall be true and correct in all material respects (except for those representations
and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects)
as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that
speak as of a specific date, which shall be true and correct as of such specified date), and such Buyer shall have performed,
satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by such Buyer at or prior to the Closing Date.


 


7. CONDITIONS
TO EACH BUYER’S OBLIGATION TO PURCHASE.


 


The
obligation of each Buyer hereunder to purchase the Preferred Shares and the related Warrants at the Closing is subject to the
satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each
Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior
written notice thereof:


 


(i) The
Company shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each
of the Transaction Documents and (B) the Warrants being purchased by such Buyer at the Closing pursuant to this Agreement.


 


(ii) The
representations and warranties of the Company shall be true and correct in all material respects (except for those representations
and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects)
as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that
speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied
and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be
performed, satisfied or complied with by the Company at or prior to the Closing Date.


 


8. MISCELLANEOUS.


 


(a) Governing
Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any
such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






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(b) Counterparts.
This Agreement and any amendments hereto may be executed and delivered in two or more counterparts, and by the different parties
hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement, and shall become effective when counterparts have been signed by each party hereto
and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. In the event
that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a
“.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on
whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page
were an original thereof. No party hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf”
format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted
or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense
to the formation or enforceability of a contract and each party hereto forever waives any such defense.


 


(c) Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 


(d) Severability.
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity
or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


(e) Entire
Agreement; Amendments. This Agreement and the other Transaction Documents supersede all other prior oral or written agreements
between the Buyers, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein,
and this Agreement, the other Transaction Documents and the instruments referenced herein and therein contain the entire understanding
of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein,
neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. Provisions
of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company and the holders of at least a majority of the aggregate
amount of Preferred Shares and Warrants (without regard to any limitation on conversion or exercise set forth therein) issued
hereunder (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring
after the date thereof) (the “Required Holders”); provided that any such amendment or waiver that complies
with the foregoing but that disproportionately, materially and adversely affects the rights and obligations of any Buyer relative
to the comparable rights and obligations of the other Buyers shall require the prior written consent of such adversely affected
Buyer. Any amendment or waiver effected in accordance with this Section 8(e) shall be binding upon each Buyer and holder
of Securities and the Company. No such amendment shall be effective to the extent that it applies to less than all of the Buyers
or holders of Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification
of any provision of any of the Transaction Documents unless the same consideration (other than the reimbursement of legal fees)
also is offered to all of the parties to the Transaction Documents, holders of Preferred Shares and holders of the Warrants, as
the case may be. The Company has not, directly or indirectly, made any agreements with any Buyers relating to the terms or conditions
of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. Without limiting
the foregoing, the Company confirms that, except as set forth in this Agreement, no Buyer has made any commitment or promise or
has any other obligation to provide any financing to the Company or otherwise.


 






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(f) Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) when sent, if sent
by electronic mail; or (iv) one Business Day after deposit with an overnight courier service, in each case properly addressed
to the party to receive the same. The addresses, facsimile numbers and e-mail addresses for such communications shall be:


 


If
to the Company:


 


	Alpha-En
    Corporation	 
	28 Wells Avenue, 2nd Floor, Yonkers, NY 10701






	Telephone:	(914)418-2000
	Attention:     	Tom
    Suppanz
	Email:
    	tsuppanz@alphaencorp.com


 


If
to Buyer, to its address, facsimile number and e-mail address set forth on the Buyer Signature Page, or to such other address,
facsimile number and/or e-mail address and/or to the attention of such other Person as the recipient party has specified by written
notice given to each other party five (5) Business Days prior to the effectiveness of such change. Written confirmation of receipt
(A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated
by the sender’s facsimile machine or e-mail containing the time, date, recipient facsimile number and an image of the first
page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt
by facsimile, receipt by e-mail or receipt from an overnight courier service in accordance with clause (i), (ii) (iii) or (iv)
above, respectively.


 


(g) Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns, including any purchasers of the Preferred Shares or the Warrants. The Company shall not assign this Agreement or
any rights or obligations hereunder without the prior written consent of the Required Holders. A Buyer may assign some or all
of its rights hereunder without the consent of the Company, in which event such assignee shall be deemed to be a Buyer hereunder
with respect to such assigned rights.


 


(h) No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that
each Indemnitee shall have the right to enforce the obligations of the Company with respect to Section 8(o).


 


(i) Survival.
The representations and warranties of the Company and the Buyers contained in Sections 2 and 3, and the agreements
and covenants set forth in Sections 4, 5 and 8 shall survive the Closing. Each Buyer shall be responsible
only for its own representations, warranties, agreements and covenants hereunder.


 


(j) Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


(k) No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


(l) Remedies.
Each Buyer and each holder of the Securities shall have all rights and remedies set forth in the Transaction Documents and all
rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights
which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to
enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event
that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents, any remedy at law
may prove to be inadequate relief to the Buyers. The Company therefore agrees that the Buyers shall be entitled to seek temporary
and permanent injunctive relief in any such case without the necessity of proving actual damages and without posting a bond or
other security.


 


[Signature
Pages Follow]


 






    	 	- 8 -	 



     


    

  


IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement
to be duly executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	ALPHA-EN
    CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:
    
	 	 	Title:
    


 





Company
Signature Page to Securities Purchase Agreement




 









    	 	 	 



     


    





 





IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement
to be duly executed as of the date first written above.


 


BUYER:


 ____________________________________________________________________________________________________


Please print
above the exact name(s) in which the Preferred Shares and Warrants are to be held


 





Date:
_________________________


 





Number
of Series B Preferred Shares Purchased:  _________________________


 


Number
of Shares of Common Stock underlying Warrants Purchased: _________________________


 


Purchase
Price: $_________________________


 


Please
check the applicable box below to specify the manner in which you would like the Preferred Shares issued (note that physical stock
certificates will be mailed to the “Address for Notice” below):


 


[  ]
Book Entry or [  ] Physical Stock Certificate


 





	INDIVIDUAL INVESTOR:	 	PARTNERSHIP, CORPORATION, TRUST, LIMITED LIABILITY COMPANY, CUSTODIAL ACCOUNT, OR OTHER INVESTOR:
	 	 	 	 	 
	 	 	 	 	 
	 	(print
        name)	 	 	(print
        name of entity)
	 	 	 	 	 
	 	 	 	 	
	 	 	 	 	 
	 	(signature)	 	By:	(signature
        of person signing on

        behalf of entity)
	 	 	 	 	 
	 	 		Name:	 
	 	 		Title:	 
	 	 	 	 	 
	SSN/Tax I.D. No.: _______________________		Tax I.D. No.: ___________________________
	 	 	 	 	 
	Address for Notice:	 	Address for Notice:
	 	 	 	 	 
	Tel:
			Tel:
	 
	Fax:
		 	Fax:	 
	Email:			Email:	


 






    	 	 	 



     


    


 





	ACCREDITED
    INVESTOR.  The investor is familiar with the definition of “accredited investor” as defined
    in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, and hereby represents and
    warrants to the Company that he/she/it comes within one of the following categories of “accredited investor:”  Initial
    where applicable.
	_____

    Initials	(a) An
    organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business
    trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess
    of $5,000,000.
	_____

    Initials	(b) A
    natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of this purchase
    exceeds $1,000,000, excluding the
    value of the Lender’s primary residence, calculated in accordance with the below rules;*
	_____

    Initials	(c) A     natural person whose had individual income in excess of $200,000 in each of the two most recent years or joint income
    with     that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching
    the same     income level in the current year.
	_____

    Initials	(d) A
    trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered,
    whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii)**
    of Regulation D.
	_____

    Initials	(e) An
entity in which all of the equity owners are “accredited investors.”

	_____

    Initials	(f) Other,
        please explain: _____________________________________________

        








 














*Rules
regarding primary residences: In calculating my net worth, I have (i) excluded my primary residence as an asset, (ii) excluded
debt secured by such residence, up to the estimated fair market value of the residence; (iii) included the amount of any increase
on the debt secured by the primary residence incurred within 60 days prior to the purchase of the securities (unless related to
the acquisition of the primary residence); and (iv) included debt in excess of the fair market value of the primary residence.


 








**
“Nature of purchasers. Each purchaser who is not an accredited investor either alone or with his purchaser representative(s)
has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the
prospective investment, or the issuer reasonably believes immediately prior to making any sale that such purchaser comes within
this description.”










 


	If
        you are an individual, print your name and sign below:	 	If
        you are signing on behalf of an entity, please print the name of the entity and sign below, indicating your title:
	 	 	 
	Name
        (Please Print)	 	Name
        (Please Print)
	 	 	 
	 	 	 
	Signature	 	Signature
		 	 
	Date:
_________________________	 	Title
		 	Date:
_________________________









 






    	 	 	 



     


    

 





EXHIBITS


 


Exhibit
A Form of Warrant


 


Exhibit
B Charter Amendment


 






    	 	 	 



     


    


 















EXHIBIT
A


 





Form
of Warrant





 


[See
attached]








 






    	 	EXHIBIT A	 



     


    







 


EXHIBIT
B





 


Form
of Charter Amendment


 






    	 	EXHIBIT A