Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

BETWEEN

AMERICAN ELECTRIC TECHNOLOGIES, INC.

AND

JCH CRENSHAW HOLDINGS, LLC

April 13, 2012

TABLE OF CONTENTS

i

ii

EXHIBITS

iii

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “ Agreement ”) is made as of April 13, 2012 by and between American Electric Technologies, Inc., a Florida corporation (the “ Company ”), and JCH Crenshaw Holdings, LLC, a Texas limited liability company (“ Investor ”).

RECITALS:

WHEREAS , the Company has authorized and desires to issue and sell to Investor (a) certain shares of the Company’s Series A Preferred Stock (as defined herein) and (b) certain warrants to purchase shares of the Company’s common stock, all on the terms and conditions set forth herein; and

WHEREAS , Investor desires to purchase such securities from the Company on the terms and conditions set forth herein.

AGREEMENT:

NOW, THEREFORE , in consideration of the premises and the mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1 Definitions. The following terms, as used herein, have the following meanings:

“ Affiliate ” of a Person means any Person that directly or indirectly through one or more intermediaries controls or is controlled by, or is under common control with, such other Person. For purposes of this definition, the term “ control ” (including the terms “ controlling ,” “ controlled by ” and “ under common control with ”) means the possession, direct or indirect, of the power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Agreement ” has the meaning set forth in the introductory paragraph of this Agreement.

“ Amended Certificate ” has the meaning set forth in Section 3.2(a) .

“ Board of Directors ” means the Board of Directors of the Company.

“ Business Day ” means any day except a Saturday, Sunday or other day on which banking institutions in Houston, Texas are authorized by Law to close.

“ Charter Documents ” means, with respect to any Person, its certificate or articles of incorporation, certificate of formation, certificate of organization, bylaws, partnership agreement, regulations, limited liability company agreement, operating agreement and all other comparable charter documents.

1

“ Closing ” has the meaning set forth in Section 2.2(a) .

“ Common Stock ” means the common stock, par value $0.001 per share, of the Company.

“ Company ” has the meaning set forth in the introductory paragraph of this Agreement.

“ Company Indemnified Parties ” has the meaning set forth in Section 8.2 .

“ Company SEC Documents ” has the meaning set forth in Section 3.21 .

“ Conversion Shares ” has the meaning set forth in Section 2.1 .

“ Damages ” has the meaning set forth in Section 8.1 .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Financial Statements ” means the audited and unaudited consolidated financial statements of the Company and its Subsidiaries (including the related notes), filed with the Commission; provided, however, that where any such financial statements have been restated and the restated financial statements filed with the Commission, the term “Financial Statements” means the financial statements as restated.

“ Foreign Corrupt Practices Act ” has the meaning set forth in Section 3.27 .

“ GAAP ” means generally accepted accounting principles, applied on a consistent basis, set forth in Opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants and/or in statements of the Financial Accounting Standards Board and/or their successors which are applicable in the circumstances as of the date in question; and the requirement that such principles be applied on a consistent basis means that the accounting principles observed in a current period are comparable in all material respects to those applied in a preceding period.

“ Governmental Authority ” means any national, state, county or municipal government, domestic or foreign, any commonwealth, nation, territory, possession, county, township, parish, municipality, agency, board, bureau, commission, court, department or other instrumentality of any such government, or any arbitrator in any case that has jurisdiction over the Company or any of its Subsidiaries or any of their respective properties or assets.

“ Indebtedness ” means (a) any liabilities for borrowed money (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of $150,000 due under leases required to be capitalized in accordance with GAAP.

2

“ Intellectual Property ” has the meaning set forth in Section 3.9 .

“ Investor ” has the meaning set forth in the introductory paragraph of this Agreement.

“ Investor Indemnified Parties ” has the meaning set forth in Section 8.1 .

“ Investor’s Rights Agreement ” means the agreement by and between the Company and Investor, dated as of the date of the Closing, in the form attached hereto as Exhibit D .

“ Knowledge ” means actual knowledge and, with respect to any corporation, limited liability company, partnership or other business entity, shall mean the actual knowledge after due inquiry of the officers of such entity, including the managers of a limited liability company and the general partners of a partnership, or other executive management of any such entity.

“ Laws ” means all applicable statutes, laws, ordinances, regulations, orders, writs, injunctions, or decrees of any Governmental Authority.

“ Lien ” means any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including (a) the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes or (b) production payments and the like payable out of oil and gas properties. The term “Lien” shall also include reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other title exceptions and encumbrances affecting property; together with any other pledge, charge, option, preferential purchase right, or encumbrance of any kind. For the purposes of this Agreement, a Person shall be deemed to be the owner of any property which it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the property has been retained by or vested in some other Person in a transaction intended to create a financing.

“ Loan Agreement ” means that certain Letter Loan Agreement dated October 31, 2007 among the Company, as borrower, JPMorgan Chase Bank, N.A., as lender, and M & I Electric Industries, Inc. and American Access Technologies, Inc., as guarantors, as amended and restated from time to time.

“ Material Adverse Effect ” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property or results of operation of the Company or any of its subsidiaries.

“ Material Agreements ” has the meaning set forth in Section 3.11 .

3

“ Person ” means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“ Preferred Stock ” has the meaning set forth in Section 3.2(a).

“ Purchase Price ” has the meaning set forth in Section 2.1 .

“ Registration Rights Agreement ” means a Registration Rights Agreement to be executed by the Company and Investor at Closing, in the form attached hereto as Exhibit E .

“ Sarbanes Oxley Act ” has the meaning set forth in Section 3.25 .

“ Securities ” has the meaning set forth in Section 2.1 .

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Senior Debt ” means all Indebtedness of the Company outstanding under the Senior Debt Documents, including all renewals and extensions of each such agreement.

“ Senior Debt Documents ” the Loan Agreement and all promissory notes, security agreements, mortgages, deeds of trust, assignments, guarantees, and other documents, instruments and agreements executed and delivered pursuant thereto evidencing, securing, guaranteeing or otherwise pertaining to the Senior Debt and other obligations arising under Loan Agreement, as the foregoing may be amended, renewed, extended, supplemented, increased or otherwise modified from time to time to the extent permitted hereunder.

“ Series A Preferred Stock ” has the meaning set forth in Section 2.1 .

“ Subsidiary ” means, for any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions (including that of a general partner) are at the time directly or indirectly owned, collectively, by such Person and any Subsidiaries of such Person. The term Subsidiary shall include Subsidiaries of Subsidiaries.

“ Transaction Documents ” means this Agreement, the Warrant Certificates, the Investor’s Rights Agreement, the Registration Rights Agreement and all other agreements, certificates, documents or instruments now or at any time hereafter delivered in connection with this Agreement, as the foregoing may be renewed, extended, modified, amended or restated from time to time.

“ Voting Limitation ” has the meaning set forth in Section 9.3 .

“ Warrant Certificates ” means the warrant certificates to be issued by the Company evidencing the Warrants issued pursuant to this Agreement which shall be in the forms of Exhibit B and Exhibit C attached hereto.

4

“ Warrant Holder ” means any Person (a) in whose name any Warrant is registered on the Warrant Register, or (b) in whose name any Warrant Shares are registered on the books and records of the Company.

“ Warrant Register ” means a register maintained by the Company setting forth the name and address of each Warrant Holder, the number of Warrants held by such Warrant Holder and the certificate number of each Warrant Certificates held by such Warrant Holder.

“ Warrant Shares ” has the meaning set forth in Section 2.1 .

“ Warrants ” means the warrants to purchase 325,000 shares of Common Stock to be issued by the Company to Investor pursuant to this Agreement that shall be represented by and subject to the terms of the Warrant Certificates.

ARTICLE II.

PURCHASE AND SALE OF SECURITIES

Section 2.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Investor agrees to purchase at the Closing and the Company agrees to sell and issue to Investor at the Closing (a) 1,000,000 shares of Series A Convertible Preferred Stock, par value $0.001 per share (the “ Series A Preferred Stock ”), of the Company at a purchase price of $5.00 per share and (b) the Warrants, at a purchase price equal to $0.001 per Warrant Share, for the aggregate purchase price of $5,000,325 (the “ Purchase Price ”). The shares of Common Stock issuable upon conversion of the Series A Preferred Stock of the Company shall be hereinafter referred to as the “ Conversion Shares .” The shares of Common Stock issuable upon exercise of the Warrants shall be hereinafter referred to as the “ Warrant Shares .” The Series A Preferred Stock, the Conversion Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “ Securities .”

Section 2.2 Closings; Delivery; Payment.

(a) Closing . The purchase and sale of the Series A Preferred Stock and the Warrants shall take place remotely via the exchange of documents and signatures within three days of satisfaction of all of the conditions set forth in Article VI and Article VII or at such other time as the Company and Investor mutually agree upon, orally or in writing (which time and place are designated as the “ Closing ”).

(b) Delivery . At the Closing, the Company shall deliver to Investor, against payment therefor, a certificate evidencing the Series A Preferred Stock and the Warrant Certificates purchased by Investor hereunder, in each case duly issued and in form sufficient to vest title thereto fully in Investor, free and clear of all Liens other than restrictions on the resale or transfer of securities under state and federal securities Laws.

(c) Payment . At the Closing, Investor shall pay the Purchase Price to the Company by wire transfer of immediately available funds.

5

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

In order to induce Investor to purchase the Securities, the Company hereby represents and warrants to Investor that each of the following statements is true and correct on the date hereof, and will be true and correct after giving effect to the Closing, except to the extent such representations and warranties specifically relate to the date hereof or other specified date.

Section 3.1 Incorporation, Good Standing and Qualification . The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Florida and has all requisite corporate power and authority to carry on its business as presently conducted or proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a Material Adverse Effect.

Section 3.2 Capitalization.

(a) The authorized capital of the Company consists, and will consist, immediately prior to the Closing, of 50,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.001 per share (the “ Preferred Stock ”). At Closing, after giving effect to the amendment to the Articles of Restatement of Articles of Incorporation of the Company in the form attached hereto as Exhibit A (the “ Amended Certificate ”), 1,000,000 shares of the Preferred Stock will be designated as Series A Preferred Stock with the rights, privileges and preferences set forth in the Amended Certificate. As of the date hereof, (i) 7,931,479 shares of Common Stock are issued and outstanding (ii) 20,222 shares of Common Stock are held in the Company’s treasury and (iii) no shares of Preferred Stock are issued and outstanding. Section 3.2 of the Disclosure Schedule sets forth the authorized and issued and outstanding capital stock of the Company and each of the Subsidiaries, which constitutes all of the outstanding shares of capital stock of the Company and each of the Subsidiaries, respectively.

(b) Except as a result of the purchase and sale of the Securities and for stock options and other equity grants to employees made under the Company’s existing stock plans, including stock purchase plans for employees and directors and 33,000 shares of Common Stock issuable to the shareholders of Amnor Technologies, Inc., there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of capital stock. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than Investor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price of any of such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities Laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Knowledge of the Company, between or among any of the Company’s shareholders.

6

Section 3.3 Subsidiaries. Section 3.3 of the Disclosure Schedule sets forth a list of all Subsidiaries of the Company. Except as set forth in Section 3.3 of the Disclosure Schedule, the Company is not a participant in any joint venture, partnership or similar arrangement.

Section 3.4 Corporate and Governmental Authorization. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company are within its corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority (other than filings with any applicable securities regulatory authorities to perfect exemptions from the registration or qualification requirements of applicable securities Laws and which will be made immediately following the Closing), and, except for matters which have been waived in writing by the appropriate Person and except for the consent to the proposed transactions by the Company’s secured senior lenders under the Senior Debt Documents: (a) do not contravene, or constitute a default under, (i) any provision of applicable Law, the Charter Documents or any material judgment, injunction, order or decree, or (ii) any Material Agreement, binding upon the Company or any of its Subsidiaries or their respective assets; or (b) except as disclosed in Section 3.4 of the Disclosure Schedule, result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries other than Liens that may have been created in favor of Investor or that would not and could not reasonably be expected to impair the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated herein, or that cannot be released or discharged through the payment of an immaterial sum of money.

Section 3.5 Binding Effect . This Agreement constitutes the valid and binding agreement of the Company enforceable in accordance with its terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar Laws affecting creditors’ rights generally, and (b) the availability of equitable remedies may be limited by equitable principles of general applicability. Each other Transaction Document when executed and delivered in accordance with this Agreement, will constitute the valid and binding obligation of the Company, in each case enforceable in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar Laws affecting creditors rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

Section 3.6 Valid Issuance of Securities . The Securities to be issued at the Closing, when issued upon payment of the Purchase Price in accordance with Section 2.2 , will be duly authorized, validly issued, fully paid and non-assessable and will be free and clear of all Liens, including all pre-emptive rights, except for restrictions on the resale or transfer of securities under state and federal securities Laws. The Conversion Shares, when issued upon conversion of the Series A Preferred Stock, and the Warrant Shares, when issued upon exercise of the Warrants, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all Liens, including all preemptive rights, except for restrictions on the resale or transfer of securities under state and federal securities Laws.

7

Section 3.7 Financial Statements.

(a) The Company’s Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto and subject, in the case of quarterly financial statements, to normal and recurring year-end adjustments) and fairly present, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its Subsidiaries as of the date thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its Subsidiaries for the periods presented therein (subject to normal year-end adjustments and the absence of financial footnotes in the case of any unaudited interim financial statements). Except (a) as set forth on Section 3.7 of the Disclosure Schedule, (b) as specifically disclosed in the Company SEC Documents filed and publicly available prior to the date hereof and (c) for liabilities and obligations incurred in the ordinary course of business and consistent with past practice since September 30, 2011, the Company has not incurred any liabilities or obligations of any nature (contingent or otherwise) that would have a Material Adverse Effect.

(b) Since September 30, 2011, no event has occurred or condition exists which has had or could be expected to have a Material Adverse Effect. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date hereof, as set forth in Section 3.7 of the Disclosure Schedule or as contemplated by this Agreement, since September 30, 2011 (i) the Company has conducted its business only in the ordinary course of business consistent with past practices, (ii) there has not been any change or development, or combination of changes or developments that, individually or in the aggregate, would constitute a Material Adverse Effect, (iii) there has not been any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company, or any repurchase, redemption or other acquisition by the Company of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company, (iv) there has not been any amendment of any term of any outstanding security of the Company, and (v) there has not been any change in any method of accounting or accounting practice by the Company, except for any such change required because of a concurrent change in GAAP.

Section 3.8 Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to the Company’s Knowledge, currently threatened against the Company that (a) questions the validity of the Transaction Documents or the right of the Company to enter into them, or to consummate the transactions contemplated thereby, or (b) would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, or any change in the current equity ownership of the Company; and to the Company’s Knowledge there is not a valid basis for any of the foregoing. Neither the Company nor, to the Company’s Knowledge, any of its officers or directors, is a party or is named as subject to the provisions of any currently effective order, writ, injunction, judgment or decree of any court or Governmental Authority. There is no action, suit, proceeding or investigation by the Company pending or which the Company presently intends to initiate. The

8

foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company’s employees, their use in connection with the Company’s business, or any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.

Section 3.9 Intellectual Property . Each of the Company and its Subsidiaries has ownership of, valid licenses to use, or otherwise has the right to use all patents, patent rights, trademarks, rights, trade names, trade name rights, service marks, service mark rights, copyrights, technology, know-how, processes and other proprietary intellectual property rights and computer programs (collectively, the “ Intellectual Property ”) used in their respective businesses. To the Company’s Knowledge, the operation of the businesses of the Company and its Subsidiaries does not infringe any Intellectual Property of others and, neither the Company nor any of its Subsidiaries has received any notice from any third party of any such alleged infringement by the Company or any of its Subsidiaries. Each of the Company and its Subsidiaries has taken reasonable steps to establish and preserve its respective ownership of Intellectual Property. The Company is not aware of any infringement by others of its or any of its Subsidiaries’ Intellectual Property.

Section 3.10 Compliance with Other Instruments. The Company is not in violation or default in any respect of any provisions of its Charter Documents, or in violation of any judgment, order, writ, or decree, or under any instrument, note, indenture, mortgage, lease, agreement, contract or purchase order to which it is a party or by which it is bound or, to its Knowledge, of any provision of federal or state Law applicable to the Company, in any such case the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby or thereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time or giving of notice or both, either a default under any such provision, instrument, judgment, order, writ, decree or contract or an event which results in the creation of any Lien upon any assets of the Company.

Section 3.11 Agreements; Actions. A listing of every Material Agreement to which the Company or any of its Subsidiaries is a party (other than the Transaction Documents) or by which the Company or any of its Subsidiaries or any of their respective assets are bound (including all amendments and modifications thereto) (the “ Material Agreements ”) is set forth in the Company SEC Documents or Section 3.11 of Disclosure Schedule. The Company has made available to Investor or provided Investor with a true and correct copy of all such Material Agreements, including all amendments and modifications thereof. To the Company’s Knowledge, except to the extent a waiver is included with the Senior Debt Documents made available to Investor, as of the date of this Agreement no rights or obligations of any party to any of such Material Agreements have been waived, and no party to any of such Material Agreements is in default of its obligations thereunder. Each of such Material Agreements is in full force and effect and is a valid, binding and enforceable obligation of the parties thereto in accordance with its terms, except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar Laws affecting creditors’ rights generally, and (b) the availability of equitable remedies may be limited by equitable principles of general applicability; provided, however, that no party to a Material Agreement has asserted any such defense.

9

Section 3.12 Senior Debt Documents; Outstanding Debt.

(a) The Company has provided to or made available to Investor a true and correct copy of all of the Senior Debt Documents including all amendments and modifications thereto. Except to the extent described in Section 3.12 of the Disclosure Schedule, as of the date of this Agreement no rights or obligations of any party to any of such Senior Debt Documents have been waived, and no party to any of such Senior Debt Documents is in default of its obligations thereunder. Each of such Senior Debt Documents is in full force and effect and is a valid, binding and enforceable obligation of the parties thereto in accordance with its terms, except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar Laws affecting creditors’ rights generally, and (b) the availability of equitable remedies may be limited by equitable principles of general applicability.

(b) Section 3.12 of the Disclosure Schedule contains a complete and accurate description of all Indebtedness of the Company and any of its Subsidiaries outstanding on the date hereof. Neither the Company nor any of its Subsidiaries is in default in payment of any Indebtedness with respect to which it is an obligor or in default of any covenant, agreement, representation, warranty or other term of any document, instrument or agreement evidencing, securing or otherwise pertaining to any such Indebtedness.

Section 3.13 Transactions with Affiliates. Section 3.13 of the Disclosure Schedule contains a complete and accurate description of all contracts, agreements and other arrangements (whether written, oral, express or implied) between the Company or any of its Subsidiaries and any Affiliate of the Company in existence on the date hereof.

Section 3.14 Title to Property and Assets . Except as disclosed in the Disclosure Schedule, each of the Company and its Subsidiaries owns its property and assets free and clear of all Liens, except for statutory Liens for the payment of current taxes that are not yet delinquent and Liens that arise in the ordinary course of business and do not materially impair the Company’s or such Subsidiary’s ownership or use of such property or assets. With respect to the property and assets it leases, if any, the Company and its Subsidiaries are in compliance with such leases and, to the Company’s Knowledge, holds a valid leasehold interest free of any Liens other than to the lessors of such property or assets.

Section 3.15 Labor Relations. No material labor dispute exists or, to the Knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, none of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary. Neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement. The Company and its Subsidiaries believe that their relationships with their employees are good. No executive officer, to the Knowledge of the Company, is, or is now expected to be, in violation of any material term of any (a) employment contract, (b) confidentiality, disclosure, or proprietary information or non-competition agreement, (c) any other contract or agreement or (d) restrictive

10

covenant in favor of any third party; and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance in all material respects with all U.S. federal, state, local Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.16 Tax Returns and Payments. The Company and each Subsidiary has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no Knowledge of a tax deficiency which has been asserted or threatened against the Company or any Subsidiary.

Section 3.17 Insurance. The Company has in full force and effect fire and casualty insurance policies, with extended coverage, believed by the Company in good faith to be sufficient in amount (subject to reasonable deductibles) to allow it to replace any of its properties that might be damaged or destroyed.

Section 3.18 Permits. Each of the Company and its Subsidiaries possess all franchises, certificates, licenses, permits, consents, authorizations, exemptions and orders of Governmental Authorities material to the conduct of their respective businesses as now being conducted and as proposed to be conducted.

Section 3.19 Environmental and Safety Laws. To the Company’s Knowledge, neither the Company nor any of its Subsidiaries is in violation of any applicable Laws relating to the environment or occupational health and safety the failure to comply with which, whether alone or in the aggregate, would result in a Material Adverse Effect, and no material expenditures are or will be required in order to comply with any such existing Law. No Hazardous Materials (as defined below) are used or have been used, stored, or disposed of by the Company or any of its Subsidiaries or, to the Company’s Knowledge after reasonable investigation, by any other Person on any property owned, leased or used by the Company or any of its Subsidiaries, the use, storage or disposal of which, whether alone or in the aggregate, would result in a Material Adverse Effect. For the purposes of the preceding sentence, “Hazardous Materials” shall mean (a) materials which are listed or otherwise defined as “hazardous” or “toxic” under any applicable local, state, federal and/or foreign laws and regulations that govern the existence and/or remedy of contamination on property, the protection of the environment from contamination, the control of hazardous wastes, or other activities involving hazardous substances, including building materials or (b) any petroleum products or nuclear materials.

Section 3.20 Securities Laws . Assuming Investor’s representations contained in this Agreement are true and correct, the offer, issuance and sale of the Securities (a) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act, (b) have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities Laws, and (c) are and will be accomplished in conformity with all other federal and applicable state securities Laws.

11

Section 3.21 Company SEC Documents; Commission Inquiries. Except as set forth in Section 3.21 of the Disclosure Schedule, the Company has filed with the Commission each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), including its Annual Reports to Shareholders incorporated by reference in certain of such reports, required to be filed by it with the Commission since May 16, 2007, under the Securities Act or the Exchange Act (collectively, the “ Company SEC Documents ”). As of the respective dates on which the Company SEC Documents were filed or, if any Company SEC Documents were amended, as of the date such amendment was filed, each Company SEC Document, including any financial statements or schedules included therein, (a) complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No event since the date of the last Company SEC Document has occurred that would require the Company to file a Current Report on Form 8-K other than the execution of this Agreement. There are no Commission inquiries, whether informal or formal, pending, or to the Knowledge of the Company threatened, regarding the Company.

Section 3.22 Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its Knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. Except as disclosed in the Company SEC Documents, the Company has not, in the 12 months preceding the date hereof, received notice from the NASDAQ Capital Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of the NASDAQ Capital Market.

Section 3.23 Registration Rights. Except as set forth in Section 3.23 of the Disclosure Schedule, other than rights which have expired or as to which the Company has previously filed effective registration statements, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company.

Section 3.24 Books and Records . All books, records and files of the Company and each of its Subsidiaries (a) have been prepared, assembled and maintained in accordance with usual and customary policies and procedures and (b) fairly reflect the ownership, use, enjoyment and operation by the Company and its Subsidiaries of their respective assets.

Section 3.25 Sarbanes Oxley Compliance. Except as set forth in Section 3.25 of the Disclosure Schedule, the Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes Oxley Act ”), and the rules and regulations promulgated by the Commission thereunder, that are effective and intends to comply with other applicable provisions of the Sarbanes Oxley Act, and the rules and regulations promulgated by the Commission thereunder, upon the effectiveness of such provisions and has no reason to believe that it will not be so compliant upon such effectiveness.

12

Section 3.26 Brokers and Finders . Section 3.26 of the Disclosure Schedule sets forth all arrangements (including amounts payable by the Company or any of its Subsidiaries in connection therewith) pursuant to which any Person has, or as a result of the transactions contemplated hereby will have, any right or valid claim against the Company or any of its Subsidiaries for any commission, fee or other compensation as an investment banker, finder or broker, or in any similar capacity. No Person engaged by the Company has or will have any right or valid claim against Investor for any such commission, fee or other compensation. The Company will indemnify and hold Investor harmless against any direct liability or expense arising out of, or in connection with, any such right or claim.

Section 3.27 Foreign Corrupt Practices Act . To the Company’s Knowledge, there are no adverse negative past performance evaluations or ratings by any Governmental Authority, or any voluntary disclosures under the Foreign Corrupt Practices Act of 1977 (the “ Foreign Corrupt Practices Act ”) or any other comparable foreign Law, any enforcement actions or threats of enforcement actions, or facts that, in each case, could result in any adverse or negative performance evaluations related to the Foreign Corrupt Practices Act or any other comparable foreign Law. Neither any Governmental Authority nor any other Person has notified the Company or any of its subsidiaries in writing of any actual or alleged violation or breach of the Foreign Corrupt Practices Act or any other comparable foreign Law. To the Knowledge of the Company, none of the Company or its subsidiaries has undergone or is undergoing any audit, review, inspection, investigation, survey or examination of records relating to the Company’s or any of its subsidiaries’ compliance with the Foreign Corrupt Practices Act or any other comparable foreign Law. To the Knowledge of the Company, the Company and its subsidiaries have not been and are not now under any administrative, civil or criminal investigation or indictment and are not party to any litigation involving alleged false statements, false claims or other improprieties relating to the Company’s or any of its subsidiaries’ compliance with the Foreign Corrupt Practices Act or any other comparable foreign Law.

Section 3.28 Full Disclosure . No information contained in this Agreement, the Disclosure Schedule or any other Transaction Document, and no written information hereafter furnished by or on behalf of the Company or its Subsidiaries to Investor for purposes of this Agreement or any other Transaction Document or any transaction contemplated hereby or thereby will contain, to the Knowledge of the Company, any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in the circumstances in which they are made, not misleading.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF INVESTOR

In order to induce the Company to issue the Securities to Investor, Investor hereby represents and warrants to the Company as follows.

Section 4.1 Organization and Power . Investor (a) is a limited liability company, duly organized, validly existing and in good standing under the Laws of the State of Texas, and (b) has all limited liability company power and authority necessary to carry on its business as now conducted.

13

Section 4.2 Limited Liability Company and Governmental Authorization . The execution, delivery and performance of this Agreement and the other Transaction Documents by Investor are within its limited liability company powers, have been duly authorized by all necessary limited liability company action, require no action by or in respect of, or filing with, any Governmental Authority (other than filings with any applicable securities regulatory authorities to perfect exemptions from the registration or qualification requirements of applicable securities Laws), and, except for matters which have been waived in writing by the appropriate Person, do not contravene, or constitute a default under, any provision of applicable Law or of the Charter Documents or of any material judgment, injunction, order, decree or material agreement binding upon Investor or its assets, or result in the creation or imposition of any Lien on any asset of Investor.

Section 4.3 Binding Effect . This Agreement constitutes the valid and binding agreement of Investor enforceable in accordance with its terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar Laws affecting creditors’ rights generally, and (b) the availability of equitable remedies may be limited by equitable principles of general applicability. Each other Transaction Document when executed and delivered in accordance with this Agreement, will constitute the valid and binding obligation of Investor, in each case enforceable in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar Laws affecting creditors rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability. Investor has been funded in an amount sufficient to fulfill its purchase obligation under Section 2.1 .

Section 4.4 Brokers and Finders . No Person engaged by Investor has or will have any right or valid claim against the Company for any commission, fee or other compensation. Investor will indemnify and hold the Company harmless against any liability or expense arising out of, or in connection with, any such right or claim asserted by an Person.

Section 4.5 Litigation. Neither Investor nor any Affiliate of Investor has been permanently or temporarily enjoined by any order, judgment or decree of any court or any other Governmental Authority from engaging in or continuing any conduct or practice in connection with any business, assets or properties or serving in any capacity with a public company, nor, to the Knowledge of Investor, is Investor or any officer, director, employee or Affiliate of Investor under investigation by any Governmental Authority.

Section 4.6 Investment Intent; Restrictions on Transfer. Investor represents that it is acquiring the Securities for its own account for investment purposes only and not with a view to the distribution thereof. Investor is an accredited investor as that term is defined in Regulation D promulgated by the Commission under the Securities Act. Investor understands and agrees that the Securities have not been registered under the Securities Act or any state securities Laws, and that accordingly, they will not be fully transferable except as permitted under various exemptions contained in the Securities Act and applicable state securities Laws, or upon satisfaction of the

14

registration and prospectus delivery requirements of the Securities Act and applicable state securities Laws. Investor acknowledges that it must bear the economic risk of its investment in the Securities for an indefinite period of time (subject, however, to the Company’s obligations pursuant to the Registration Rights Agreement) since they have not been registered under the Securities Act and applicable state securities Laws and therefore cannot be sold unless they are subsequently registered or an exemption from registration is available. Absent an effective registration statement under the Securities Act and applicable state securities Laws covering the disposition of the Securities, Investor will not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any or all of the Securities, except to an Affiliate, absent a valid exemption from the registration and prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable state securities Laws. The Company agrees that it will effect the transfer of the Securities on its books and records upon receipt of an opinion of experienced counsel reasonably acceptable to the Company stating that Investor’s proposed sale or transfer of the Securities is exempt from the registration and qualification requirements of the Securities Act and any applicable state securities Laws. It is agreed that a legend setting forth these restrictions will be included on each of the certificates evidencing the Securities.

Section 4.7 Full Disclosure . No information contained in this Agreement or any other Transaction Document, and no written information hereafter furnished by or on behalf of Investor to the Company for purposes of this Agreement or any other Transaction Document or any transaction contemplated hereby or thereby contains, or at the time of Closing, will contain, to the Knowledge of Investor, any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in the circumstances in which they are made, not misleading.

ARTICLE V.

COVENANTS OF THE COMPANY

Section 5.1 Reservation and Issuance of Conversion Shares. T he Company will at all times have authorized, and reserve and keep available, free from preemptive rights, for the purpose of enabling it to satisfy any obligation to issue Conversion Shares upon Investor’s exercise of its conversion rights under the Series A Preferred Stock, the number of shares of Common Stock deliverable upon such conversion rights. The Company covenants that all Conversion Shares issued by it will, upon issuance in accordance with the terms of this Agreement, be fully paid and nonassessable and free from all Taxes with respect to the issuance thereof and free from all Liens other than Liens arising by, through or under Investor to whom such Conversion Shares were issued and other than restrictions on the resale or transfer of securities under state and federal securities Laws.

Section 5.2 Reservation and Issuance of Warrant Shares. The Company will at all times have authorized, and reserve and keep available, free from preemptive rights, for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon the exercise of the Warrant, the number of shares of Common Stock deliverable upon exercise of all outstanding Warrant. The Company covenants that all Warrant Shares issued by it will, upon issuance in accordance with the terms of this Agreement, be fully paid and nonassessable and free from all Taxes with respect to the issuance thereof and free from all Liens other than Liens arising by, through or under the Warrant Holder to whom such Warrant Shares were issued and other than restrictions on the resale or transfer of securities under state and federal securities Laws.

15

Section 5.3 Compliance with Laws and Documents . The Company will, and will cause each of its Subsidiaries to, comply with the provisions of (a) all Laws, (b) its Charter Documents, and (c) every Material Agreement, and every agreement that the Company enters into that is material to the Company of any of its Subsidiaries, to which the Company or any of its Subsidiaries is or becomes a party or by which the Company’s or any of its Subsidiaries’ properties is or becomes bound, except that to the extent failure to comply with clauses (a)  or (c)  will not cause a Material Adverse Effect.

Section 5.4 Further Action; Efforts .

(a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the transactions contemplated by this Agreement.

(b) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging any of the transactions contemplated by this Agreement, or any other agreement contemplated hereby, each of the Company and Investor shall cooperate with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement.

(c) Each of the Company, it Subsidiaries and the Investor shall hold, and shall cause their respective representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with, and shall otherwise abide by and be subject to, the terms and conditions of the Confidentiality Agreement, which Confidentiality Agreement shall survive any termination of this Agreement.

Section 5.5 Additional Documents . At or prior to Closing, the Company will, and will cause each of its Subsidiaries to, cure promptly any defects in the creation and issuance of the Securities, and the execution and delivery of this Agreement and the other Transaction Documents, and, at the Company’s sole expense, promptly and duly execute and deliver, and cause each of its Subsidiaries to promptly execute and deliver, to the holders of the Securities, upon reasonable request, all such other and further documents, agreements and instruments in compliance with or accomplishment of the covenants and agreements of the Company and each of its Subsidiaries in this Agreement and the other Transaction Documents, all as may be reasonably necessary or appropriate in connection therewith.

16

Section 5.6 Maintenance of Books and Records . At all times prior to Closing, the Company will, and will cause each of its Subsidiaries to, in a manner and to the extent consistent with past practice, maintain proper books of record and account in which true and correct entries in conformity with GAAP shall be made on a timely basis of all dealings and transactions in relation to the Company’s and any of its Subsidiaries’ businesses and activities.

Section 5.7 Conduct of the Business of the Company Pending Closing. Except as contemplated by this Agreement or to the extent that Investor shall otherwise specifically consent in writing, during the period from the date of this Agreement to the Closing, the Company will conduct its operations only in, and the Company will not take any action except, in the ordinary course of business consistent with past practice and the Company will use all reasonable efforts to preserve intact its and all of its Subsidiaries’ business organizations, assets, prospects and advantageous business relationships, to keep available the services of its officers and key employees and to maintain satisfactory relationships with its licensors, licensees, suppliers, contractors, distributors, customers and others having advantageous business relationships with it. Without limiting the generality of the foregoing, except as contemplated by this Agreement, the Company will not, without the prior written consent of Investor, authorize for issuance, issue, sell or deliver or agree or commit to issue, sell, or deliver (whether through the issuance or granting of any options, warrants, commitments, subscriptions, rights to purchase or otherwise) any of its Preferred Stock.

Section 5.8 Issuance and Voting Limitation. The Company and Investor acknowledge and agree that, until the Company obtains the required shareholder approval under NASDAQ Marketplace Rule 5635 (the “ Approval ”), (a) the total number of shares of Common Stock resulting from the conversion of the Series A Preferred Stock and the exercise of the Warrants cannot exceed 19.99% of the total number of shares of Common Stock outstanding immediately prior to the issuance of the Series A Preferred Stock and Warrants pursuant to this Agreement (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction), and (b) the holders of the Warrant Shares, the Conversion Shares and the Series A Preferred Stock cannot be entitled to more than 19.99% of the total voting power of the Company’s equity securities outstanding immediately prior to the issuance of the Series A Preferred Stock and the Warrants pursuant to this Agreement (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction). The Company covenants and agrees to use its commercially reasonable efforts to obtain the Approval as soon as reasonably practicable, and immediately after the Approval is obtained, the limitations under this Section 5.8 shall no longer apply. Investor acknowledges that in connection with the Approval, none of the Series A Preferred Stock, the Conversion Shares or the Warrant Shares may vote on such matter. If at any time this provision limits voting power with respect to the Series A Preferred Stock, the voting power of the Series A Preferred Stock shall be reduced to the minimum extent necessary to allow the holders of the Warrant Shares, the Conversion Shares and the Series A Preferred Stock to collectively exercise 19.99% of the total voting power of the Company’s equity securities outstanding immediately prior to the issuance of the Series A Preferred Stock and Warrants pursuant to this Agreement (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction).

17

ARTICLE VI.

CONDITIONS OF INVESTOR’S OBLIGATIONS AT CLOSING

The obligations of Investor to the Company under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived by Investor:

Section 6.1 Representations and Warranties. The representations and warranties of the Company contained in Article II shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

Section 6.2 Performance. The Company shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

Section 6.3 Qualifications. All authorizations, approvals or permits, if any, of any Governmental Authority that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be obtained and effective as of the Closing.

Section 6.4 Securities. Investor shall have received (a) a stock certificate representing the Series A Preferred Stock issued to Investor by the Company and (b) Warrant Certificates issued to Investor by the Company evidencing the Warrants, in substantially the forms of Exhibit B and Exhibit C .

Section 6.5 Amended Certificate. Investor shall have received a file-stamped copy of the Amended Certificate filed with the Secretary of State of Florida prior to the Closing, which shall continue to be in full force and effect as of the Closing.

Section 6.6 Opinion of Company Counsel. Investor shall have received from Joel Bernstein, counsel for the Company, an opinion dated as of the Closing, in substantially the form of Exhibit F .

Section 6.7 Board of Directors. Effective upon the Closing, (a) the number of authorized directors of the Company’s Board of Directors shall be increased to eight and (b) the Board shall have appointed Casey Crenshaw as a director to fill the newly created vacancy.

Section 6.8 Indemnification Agreement. The Company shall have entered into a director indemnification agreement with Casey Crenshaw.

Section 6.9 Investor’s Rights Agreement and the Registration Rights Agreement. The Company shall have executed and delivered to Investor the Investor’s Rights Agreement and the Registration Rights Agreement, in substantially the forms of Exhibits D and E , respectively.

18

Section 6.10 Consent. The Company shall have delivered to Investor a consent or similar agreement between the Company and JPMorgan Chase Bank, N.A., if required by the Senior Debt Documents, in form and substance reasonably acceptable to Investor.

Section 6.11 NASDAQ Application. The Warrant Shares and the Conversion Shares shall have been approved for listing on the NASDAQ National Market, subject to official notice of issuance.

Section 6.12 Other Closing Deliverables. The Company shall have delivered to Investor at the Closing the following:

(a) a certificate executed by the Chief Executive Officer of the Company certifying that the conditions specified in Sections 6.1 and 6.2 have been fulfilled;

(b) a certificate executed by the Company’s secretary certifying (i) the Amended Certificate, (ii) the bylaws of the Company, and (iii) resolutions of the Board of Directors of the Company approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, including the expansion of the Company’s Board of Directors to eight members and the appointment of Casey Crenshaw as a director to fill such newly created vacancy; and

(c) a certificate of the Florida Secretary of State, dated within five days prior to the Closing, with respect to the good standing and existence of the Company.

Section 6.13 Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to Investor, and Investor (or its counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested.

ARTICLE VII.

CONDITIONS OF THE COMPANY’S OBLIGATIONS AT CLOSING

The obligations of the Company to Investor under this Agreement are subject to the fulfillment, on or before any Closing, of each of the following conditions, unless otherwise waived by the Company:

Section 7.1 Representations and Warranties . The representations and warranties of Investor contained in Article III shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.

Section 7.2 Performance. All covenants, agreements and conditions contained in this Agreement to be performed or executed by Investor on or prior to the Closing shall have been performed or complied with in all material respects.

19

Section 7.3 Compliance Certificate. An authorized officer of Investor shall deliver to the Company at the Closing a certificate certifying that the conditions specified in Sections 7.1 and 7.2 have been fulfilled.

Section 7.4 Qualifications. All authorizations, approvals or permits, if any, of any Governmental Authority that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be obtained and effective as of the Closing.

Section 7.5 Purchase Price. Investor shall have delivered the Purchase Price to the Company.

Section 7.6 Investor’s Rights Agreement and the Registration Rights Agreement.

Investor shall have executed and delivered to the Company the Investor’s Rights Agreement and the Registration Rights Agreement, in substantially the forms of Exhibits D and E , respectively.

Section 7.7 Indemnification Agreement. Casey Crenshaw shall have entered into a director indemnification agreement with the Company.

ARTICLE VIII.

INDEMNIFICATION

Section 8.1 Indemnification by the Company. Subject to the limitations set forth in this Article VIII , the Company covenants and agrees to indemnify, defend, protect and hold harmless, Investor and its respective officers, managers, members, employees, assigns, successors and Affiliates (collectively, the “ Investor Indemnified Parties ”) from, against and in respect of all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest and costs and expenses (including reasonable attorneys’ fees and disbursements of every kind, nature and description) (collectively, “ Damages ”) suffered, sustained, incurred or paid by the Investor Indemnified Parties in connection with, resulting from, or arising out of, directly or indirectly: (a) any breach of any representation or warranty of the Company set forth in this Agreement or any Transaction Document delivered by or on behalf of the Company in connection herewith and (b) any nonfulfillment of any covenant or agreement by the Company under this Agreement or any Transaction Document delivered by or on behalf of the Company in connection herewith, unless otherwise expressly waived in accordance with the terms or provisions of this Agreement or such Transaction Document.

Section 8.2 Indemnification by Investor. Investor covenants and agrees to indemnify, defend, protect and hold harmless, the Company and its respective officers, directors, shareholders, employees, assigns, successors and Affiliates (collectively, the “ Company Indemnified Parties ”) from, against and in respect of all Damages suffered, sustained, incurred or paid by the Company Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (a) any breach of any representation or warranty of Investor set forth in this Agreement or any Transaction Document delivered by or on behalf of Investor in connection herewith, and (b) any nonfulfillment of any covenant or agreement by Investor under this Agreement or any Transaction Document delivered by or on behalf of the Company in connection herewith.

20

Section 8.3 Limitations.

(a) Except as set forth herein, (i) an Indemnifying Party shall not be able to assert any claim for indemnification pursuant to Section 8.1 or Section 8.2 , unless the aggregate amount of Damages attributable to all claims is in excess of $50,000 it being agreed and understood that, if such amount is exceeded, then an Indemnifying Party shall be liable to the full extent of the indemnification obligations, including those not in excess of $50,000, and (ii) the maximum aggregate amount of all Damages which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 8.1 or Section 8.2 , as the case may be, shall be an amount equal to $5,000,000. The amount of any Damages under this Article VIII shall be reduced by the net amount of any insurance or other proceeds received or recoverable by any Investor Indemnified Party or Company Indemnified Party in connection with such Damages.

(b) The indemnification obligations of the Parties pursuant to this Article VIII and elsewhere in this Agreement shall be limited to actual Damages of Investor and the Company, as the case may be, and shall not include incidental, consequential, indirect, punitive, or exemplary damages, provided that any incidental, consequential, indirect, punitive, or exemplary damages recovered by a third party (including a Governmental Entity, but excluding any Affiliate of any party) against a party entitled to indemnity pursuant to this Article shall be included in the Damages recoverable under such indemnity.

Section 8.4 Survival Period . Notwithstanding the foregoing, all representations and warranties made herein or in any certificate delivered, will terminate and expire on the later to occur of the (a) fifteenth month anniversary of the Closing and (b) receipt by Investor of the Company’s audited financial statements for fiscal year ending December 31, 2012.

Section 8.5 Exclusive Remedy. Other than for fraud or intentional misconduct actually committed, the provisions of this Article VIII shall be the sole and exclusive remedy for Damages caused as a result of (a) any breach or inaccuracy of any representation or warranty made in this Agreement or any Transaction Document delivered by or on behalf of Investor in connection herewith; (b) any breach or failure to perform any covenant, agreement or obligation under this Agreement or any Transaction Document delivered by or on behalf of Investor in connection herewith; or (c) any other cause of action alleging Damages under this Agreement, any Transaction Document delivered by or on behalf of Investor in connection herewith or the transactions contemplated hereby or thereby; whether or not related to claims by third parties and regardless of whether such claim arises under contract, breach of warranty, tort or under any other legal or equitable remedy.

ARTICLE IX.

TERMINATION

Section 9.1 Termination. At any time prior to the Closing, this Agreement may be terminated and the transactions contemplated hereby abandoned:

21

(a) by mutual written consent of Investor and the Company;

(b) by either the Company or Investor if the Closing has not occurred on or before April 30, 2012, provided that the party seeking to terminate this Agreement pursuant to this Section 9.1(b) shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure to close the transactions contemplated by this Agreement;

(c) by Investor if there has been a material breach by the Company of any representation, warranty, covenant or agreement set forth in this Agreement which breach (if susceptible to cure) has not been cured in all material respects within ten Business Days following receipt by the Company of notice of such breach;

(d) by the Company if there has been a material breach by Investor of any representation, warranty, covenant or agreement set forth in this Agreement which breach (if susceptible to cure) has not been cured in all material respects within ten Business Days following receipt by Investor of notice of such breach; or

(e) by either Investor or Company if any Governmental Authority having competent jurisdiction has issued a final, non-appealable order, decree, ruling or injunction (other than a temporary restraining order) or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement.

Section 9.2 Effect of Termination. In the event of termination and abandonment of this Agreement pursuant to Section 9.1 , this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto; provided, however, that if this Agreement is validly terminated by a party under Section 9.1(c) or 9.1(d) , the terminating party shall be entitled to all rights and remedies available under Law or equity. The agreements contained in Article IX and Sections 10.2 and 10.3 shall survive any termination of this Agreement.

ARTICLE X.

MISCELLANEOUS

Section 10.1 Notices. Any notices or other communications required or permitted hereunder shall be in writing and be deemed to have been given if mailed, three business days after being deposited in the United States mail, postage prepaid and registered or certified, to the address of such party stated below (or at such other address for a party as shall be specified by like notice):

To the Company:

American Electric Technologies, Inc.

6410 Long Drive

Houston, Texas 77087

Attn: Frances Powell Hawes

22

With a copy (which shall not constitute notice) to:

Joel Bernstein, Esq.

2666 Tigertail Avenue, Suite 104

Miami, Florida 33133

To Investor:

JCH Crenshaw Holdings, LLC

470 Orleans St., 7th Floor

Beaumont, Texas 77701

Attention: Casey Crenshaw

With a copy (which shall not constitute notice) to:

Thompson & Knight, LLP

Attention: Jerry L. Metcalf

333 Clay Street, Suite 3300

Houston, Texas 77002

Section 10.2 GOVERNING LAW; FORUM SELECTION; CONSENT TO JURISDICTION AND SERVICE . THIS AGREEMENT AND THE TRANSACTION DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS. IN ANY ACTION OR PROCEEDING BETWEEN INVESTOR AND THE COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OF THE TRANSACTION DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED THEREIN, EACH OF INVESTOR AND THE COMPANY (A) IRREVOCABLY AND UNCONDITIONALLY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF AND THE LAYING OF VENUE IN ANY FEDERAL COURT LOCATED IN THE SOUTHERN DISTRICT OF TEXAS (HOUSTON DIVISION) OR ANY STATE COURT IN HARRIS COUNTY, TEXAS; (B) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED EXCLUSIVELY IN ACCORDANCE WITH CLAUSE (A) OF THIS SECTION 10.2 ; (C) WAIVES ANY OBJECTION TO THE LAYING OF VENUE IN ANY SUCH ACTION OR PROCEEDING IN SUCH COURTS; (D) WAIVES ANY OBJECTION THAT SUCH COURTS ARE AN INCONVENIENT FORUM OR DO NOT HAVE JURISDICTION OVER ANY PARTY; AND (E) AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY IN ANY SUCH ACTION OR PROCEEDING SHALL BE EFFECTIVE IF SUCH PROCESS IS GIVEN AS A NOTICE IN ACCORDANCE WITH SECTION 10.1 .

Section 10.3 WAIVER OF RIGHT TO TRIAL BY JURY. INVESTOR AND THE COMPANY EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR

23

THEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM IN RESPECT TO THIS AGREEMENT. INVESTOR AND THE COMPANY EACH AGREE THAT THE OTHER MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 10.4 Transfer; Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Section 10.5 Counterparts; Facsimile. 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. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties to this Agreement, and an executed copy of this Agreement may be delivered by one or more parties to this Agreement by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party to this Agreement, all parties to this Agreement agree to execute an original of this Agreement as well as any facsimile, telecopy or other reproduction of this Agreement.

Section 10.6 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

Section 10.7 Fees and Expenses. All expenses incurred in connection with this Agreement shall be paid by the party incurring such expenses.

Section 10.8 Attorney’s Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of any of the Transaction Documents, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

Section 10.9 Amendments and Waivers. Any term of this Agreement may be amended or waived subsequent to the execution hereof only upon the mutual written consent of the Company and Investor. Any amendment or waiver effected in accordance with this Section 10.9 shall be binding upon Investor and each transferee of Securities, each future holder of all such securities and the Company.

24

Section 10.10 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is deemed to be so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 10.11 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

Section 10.12 Entire Agreement. The Transaction Documents collectively constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto are expressly canceled.

Section 10.13 Assignment. The Company hereby consents to any participation, sale, assignment, transfer or other disposition which complies with Section 4.6 , at any time or times hereafter, of any Securities, this Agreement and any of the other Transaction Documents, or of any portion hereof or thereof, including Investor’s rights, title, interests, remedies, powers, and duties hereunder or thereunder, subject to compliance with applicable Laws and subject to the requirement that any such assignee, transferee or purchaser shall agree in writing to become bound by the terms of this Agreement and the other Transaction Documents and that Investor shall not thereby be released from its obligations, liabilities and commitments hereunder and thereunder.

Section 10.14 Publicity. Neither the Company, Investor nor any of their respective Affiliates shall issue or cause the publication of any press release or other announcement with respect to the transactions contemplated by this Agreement without the prior consent of the other party, except as may be required by applicable Laws, the rules of The NASDAQ Stock Market or by any listing agreement with a national securities exchange, and each party shall use reasonable efforts to provide copies of such release or other announcement to the other party hereto, and give due consideration to such comments as each such other party may have, prior to such release or other announcement. Each party receiving a draft release or other announcement shall use its best efforts to respond thereto within the time frame reasonably requested by the furnishing party.

25

Section 10.15 Additional Actions . Subject to the terms and conditions of this Agreement, each party agrees to use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws, or to remove any injunctions or other impediments or delays, to consummate and make effective the transactions contemplated by this Agreement.

Section 10.16 References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. The words “this Agreement,” “herein,” “hereby,” “hereunder,” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section,” “this subsection,” and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including, without limitation” and “including but not limited to.” Pronouns in masculine, feminine, or neuter genders shall be construed to state and include any other gender and words, terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

[Remainder of Page Intentionally Left Blank]

26

The parties have executed this Agreement as of the date first written above.

SIGNATURE PAGE – SECURITIES PURCHASE AGREEMENT

The parties have executed this Agreement as of the date first written above.

SIGNATURE PAGE – SECURITIES PURCHASE AGREEMENT

EXHIBIT A

Form of Amendment to Articles of Incorporation

EXHIBIT B

Form of Warrant A-1

EXHIBIT C

Form of Warrant A-2

EXHIBIT D

Form of Investor’s Rights Agreement

EXHIBIT E

Form of Registration Rights Agreement

EXHIBIT F

Form of Opinion

1. Existence and good standing of the Corporation in Florida and good standing of the Corporation in any jurisdiction where the Corporation is authorized to do business.

2. The Amendment to the Articles of Restatement has been properly prepared for filing and has been duly filed of record in the Office of the Secretary of State of the State of Florida in accordance with the Florida Business Corporation Act.

3. The Corporation (a) has the corporate power to execute, deliver and perform each of the Securities Purchase Agreement (the “ Purchase Agreement ”), the Investor’s Rights Agreement, the Registration Rights Agreement and the Warrants (collectively, the “ Transaction Documents ”), (b) has taken all corporate action necessary to authorize the execution, delivery and performance of the Transaction Documents, and (c) has duly executed and delivered the Transaction Documents.

4. Each of the Transaction Documents is the Corporation’s valid and binding obligation, enforceable against it in accordance with the terms thereof.

5. The execution and delivery by the Corporation of the Transaction Documents do not, and the performance by it of its obligations thereunder (including its issuance and sale of the Series A Preferred Stock and issuance of shares of Common Stock upon conversion of the Series A Preferred Stock (the “ Conversion Shares ”) in accordance with the Articles of Restatement of Articles of Incorporation of the Corporation (as amended, the “ Restated Articles ”) will not, (a) violate the Restated Certificate or its bylaws, (b) result in a violation by it of any Applicable Laws, or (c) result in a breach of, or constitute a default under, any of the agreements or instruments listed in the Disclosure Schedule.

6. No authorization, approval or other action by, and no notice to or filing with, any United States federal, Texas, Florida governmental authority or regulatory body is required under Applicable Laws for the due execution, delivery or performance by the Corporation of any Transaction Document, except as may be required under the securities, blue sky or similar laws of any jurisdiction in the United States in connection with the offer and sale of the Series A Preferred Stock and the Warrants.

7. An opinion regarding the capitalization of the Corporation and that all such issued and outstanding shares have been duly authorized and validly issued and are fully paid and non assesable.

8. The Series A Preferred Stock has been duly authorized by the Corporation and, when issued and delivered as provided in the Purchase Agreement, the Series A Preferred Stock will be validly issued, fully paid and non-assessable. None of the issuance or sale of the Series A Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares will be subject to preemptive rights pursuant to the Florida Business Corporation Act, the Restated Certificate or bylaws of the Corporation.

9. The Conversion Shares have been duly reserved for issuance and will be, at the time of issuance in accordance with the terms of the Series A Preferred Stock, validly issued and outstanding and fully paid and non assessable.

10. The shares of Common Stock issuable upon exercise of the Warrants have been duly reserved for issuance and will be, at the time of issuance in accordance with the terms of the Warrants, validly issued and outstanding and fully paid and non assessable.

11. Based upon the representations, warranties and agreements of the Corporation and Investor in the Purchase Agreement and assuming compliance with the offering and transfer procedures and restrictions described in the Transaction Documents, it is not necessary in connection with the offer and sale of the Series A Preferred Stock and the Warrants to Investor under the Purchase Agreement, and the offer, sale and delivery of the Conversion Shares issuable on conversion of the Series A Preferred Stock in accordance with the Restated Certificate and Warrants Shares issuable on exercise of the Warrants in accordance with the terms of the applicable Warrant to register the offer and sale of the Series A Preferred Stock or Conversion Shares under the Securities Act of 1933, as amended, it being understood that no opinion is expressed as to any resale of any Series A Preferred Stock, Warrants, Conversion Shares or Warrant Shares.

12. Except as disclosed in the Disclosure Schedule to the Purchase Agreement, we are not representing the Corporation in any pending litigation in which it is a named defendant that challenges the validity or enforceability of, or seeks to enjoin the performance of, the Transaction Documents.

Exhibit 10.2

ARTICLES OF AMENDMENT OF

ARTICLES OF RESTATEMENT OF ARTICLES OF INCORPORATION OF

AMERICAN ELECTRIC TECHNOLOGIES, INC.

Pursuant to the provisions of Section 507.1006 and 607.0602 of the Florida Business Corporation Act, the undersigned Corporation adopts the following Articles of Amendment to its Articles of Incorporation.

FIRST: The name of the Corporation is American Electric Technologies, Inc.

SECOND: Set forth below is a resolution duly adopted by the Board of Directors on April         , 2012 establishing a series of Preferred Stock of this Corporation. The amendment was duly adopted by the Board of Directors without shareholder action and shareholder action was not required.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment as of April [        ], 2012.

RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Amended and Restated Articles of Incorporation, a series of Preferred Stock of the Corporation be, and. it hereby is, created out of the authorized but unissued shares of the authorized Preferred Stock of the Corporation, such series to be designated Series A Convertible Preferred Stock and having the voting, dividend, conversion, priorities, preferences and relative and other rights and qualifications, limitations and restrictions set forth as follows:

1,000,000 shares of Preferred Stock of the Corporation are hereby designated as “Series A Convertible Preferred Stock” (the “ Series A Preferred Stock ”), par value $.001 per share, which shall have the rights, preferences, privileges, and restrictions granted to and imposed on the Series A Preferred Stock as set forth below.

(a) Holders of the Series A Preferred Stock shall be entitled to receive, when, as and if declared, by the Board of Directors of the Corporation, or a duly authorized committee thereof, out of funds of the Corporation legally available for such purpose, preferential cumulative

cash dividends at the rate of 6.00% per annum of the Liquidation Preference (as defined below) per share. Such dividends shall be payable in cash or in shares of the Corporation’s common stock, par value $.001 per share (the “ Common Stock ”), at the option of the Corporation as set forth below, quarterly in arrears on each March 20, June 20, September 20 and December 20 of each year or, if not a Business Day (as defined below), the next succeeding Business Day (each, a “ Dividend Payment Date ”), beginning on June 20, 2012. Any dividend payable on the Series A Preferred Stock for any partial dividend period will be computed on the basis of twelve 30-day months and a 360-day year. Dividends will be payable in arrears to holders of record as they appear on the share transfer records of the Corporation at the close of business on the applicable record date, which shall be the fifteenth day of March, June, September or December, as the case may be, immediately preceding the applicable Dividend Payment Date. As used in these Articles of Incorporation, the term “Business Day” means any day other than a Saturday or Sunday on which commercial banks located in New York, New York are open for the general transaction of business.

(b) No dividends on Series A Preferred Stock shall be authorized by the Board of Directors of the Corporation or declared or paid or set apart for payment by the Corporation at such time as the terms and provisions of any agreement of the Corporation relating to the Corporation’s indebtedness prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law.

(c) Dividends on the Series A Preferred Stock shall accrue on each share from the date on which such share was issued by the Corporation, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that, if such dividends in respect of any previous or current quarterly dividend period, at the annual rate specified above, shall not have been paid, the deficiency shall first be fully paid before any dividend or other distribution shall be paid on or declared and set apart for the Common Stock, or any other capital stock. Any accumulation of dividends on the Series A Preferred Stock shall not bear interest. Cumulative dividends with respect to a share of Series A Preferred Stock which are accrued, payable and/or in arrears shall, upon conversion of such share to Common Stock, be paid to the extent assets are legally available therefor.

(d) At the option of the Corporation, dividends on Series A Preferred Stock may paid in that number of shares of Common Stock equal to the quotient of (A) the amount of dividends to be so paid divided by (B) the Current Market Price (as defined below) per share of Common Stock. “ Current Market Price ” means the 10-day average of the daily Closing Price per share of the Common Stock (or other relevant capital stock) on each of the five consecutive Trading Days preceding and following the Dividend Payment Date. “ Closing Price ” means, with respect to the Common Stock (or other relevant capital stock) on any date of determination, the closing sale price or, if no closing sale price is reported, the last reported sale price of the shares of the Common Stock (or other relevant capital stock) as reported on the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or the New York Stock Exchange (an “ Approved Market ”) on such date. If the Common Stock (or other relevant capital stock) is not traded on an Approved Market, the Closing Price of the Common Stock (or

2

other relevant capital stock) on such date of determination means the closing sale price as reported in the composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock (or other relevant capital stock) is so listed or quoted, or, if no closing sale price is reported, the last reported sale price on the principal U.S. national or regional securities exchange on which the Common Stock (or other relevant capital stock) is so listed or quoted, or if the Common Stock (or other relevant capital stock) is not so listed or quoted on a U.S. national or regional securities exchange, the last quoted bid price for the Common Stock (or other relevant capital stock) in the over-the-counter market or, if that bid price is not available, the market price of the Common Stock (or other relevant capital stock) on that date as determined in good faith by the Board of Directors. “ Trading Day ” means a day during which the trading of securities generally occurs on the Approved Market or other principal U.S. national or regional securities exchange on which the Common Stock is then listed or if the Common Stock is not then listed or quoted on an Approved Market or a U.S. national or regional securities exchange, on the over-the-counter market on which the Common Stock is then quoted.

(e) Unless all accrued dividends on the Series A Preferred Stock shall have been paid or declared, and a sum sufficient for the payment thereof set apart, no dividend shall be paid or declared, and no distribution shall be made, on any Common Stock or any other class or series of stock of the Corporation. After payment of such dividends to the Series A Preferred Stock, any additional dividends shall be distributed among the holders of Series A Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock then held by each holder (assuming conversion of all such Series A Preferred Stock into Common Stock).

(a) Preference . In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount equal to $5.00 for each share of Series A Preferred Stock then held by them, plus all unpaid dividends that have been accrued, accumulated or declared (together, the “ Liquidation Preference ”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive under this Section 2(a) .

(b) Remaining Assets . Upon the completion of the distribution to the holders of Series A Preferred Stock pursuant to Section 2(a) , if assets remain in the Corporation, the holders of the Common Stock of the Corporation shall receive all of the remaining assets of the Corporation which shall be distributed ratably among such holders in proportion to their respective number of issued and outstanding shares of Common Stock then held.

3

(c) Certain Acquisitions .

(i) Deemed Liquidation . For purposes of this Section 2 , a liquidation, dissolution or winding up of the Corporation shall be deemed to occur if the Corporation shall (A) merge with or into, or consolidate with any other corporation, limited liability company or other entity (other than a wholly-owned subsidiary of the Corporation) or undergo a reorganization, unless the holders of at least a majority of the then outstanding shares of Series A Preferred Stock, voting as a single class, elect not to treat the transaction as a Liquidation Transaction, or (B) sell, convey, or otherwise dispose of all or substantially all of its property or business (any such transaction, unless elected otherwise, a “ Liquidation Transaction ”); provided, however, that none of the following shall be considered a Liquidation Transaction: (x) a merger effected exclusively for the purpose of changing the domicile of the Corporation, (y) an equity financing in which the Corporation is the surviving corporation, or (z) a transaction in which the shareholders of the Corporation existing immediately prior to the transaction own fifty percent (50%) or more of the voting securities of the surviving corporation or other entity following the transaction.

(ii) Notice of Liquidation Transaction . The Corporation shall give each holder of record of Series A Preferred Stock written notice (the “ First Notice ”) of any impending Liquidation Transaction not later than five Business Days prior to the shareholders’ meeting called to approve such Liquidation Transaction, or five Business Days prior to the closing of such Liquidation Transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such Liquidation Transaction no later than one Business Day after such final approval. The First Notice shall describe the material terms and conditions of the impending Liquidation Transaction, and the Corporation shall give such holders prompt notice of any material changes to the terms and conditions of the Liquidation Transaction that occur after the First Notice. Unless such notice requirements are waived, the Liquidation Transaction shall not take place earlier than the later to occur of (x) five Business Days after the Corporation has given the First Notice and (y) five Business Days after the Corporation has given notice of any material changes provided for herein.

(iii) Effect of Noncompliance . In the event the requirements of this Section 2(c) are not complied with, the Corporation shall either cause the closing of the Liquidation Transaction to be postponed until the requirements of this Section 2 have been complied with or cancel such Liquidation Transaction, in which event the rights, preferences, privileges and restrictions of the holders of Series A Preferred Stock shall revert to and be the same as such rights, preferences, privileges and restrictions existing immediately prior to the date of the First Notice.

(a) Redemption at the Option of the Holders . At any time following (i) the fifth anniversary of the Purchase Date (as defined below) or (ii) a material default by the Corporation of any of the representations, warranties or covenants of the Corporation contained

4

in the Securities Purchase Agreement (the “ Purchase Agreement ”) by and between the Corporation and JCH Crenshaw Holdings, LLC dated as of April 13, 2012, the transactions pursuant to which closed on [April        , 2012] (the “ Purchase Date ”), the holders of a majority of the Series A Preferred Stock may compel the Corporation to redeem the Series A Preferred Stock, in whole and not in part, by providing written notice to the Corporation (the “ Redemption Notice ”), for cash at a redemption price equal to the lesser of (x) the Liquidation Preference per share and (y) the fair market value of the Series A Preferred Stock per share, as determined in good faith by the Board of Directors (the “ Redemption Price ”).

(b) Payment of Redemption Price . The Redemption Price, plus any accrued and unpaid dividends, whether or not declared, on such redeemed shares of Series A Preferred Stock, shall be payable to the holders of the Series A Preferred Stock (the “ Redemption Date ”), (i) with respect to a redemption pursuant to clause (i) of the first sentence of Section 3(a) , in 36 equal monthly installments beginning on [April        , 2017] plus interest at an annual rate of 6.00%, and (ii) with respect to a redemption pursuant to clause (ii) of the first sentence of Section 3(a) , within 30 days of such default, out of funds legally available therefor.

(c) Mechanics of Redemption . Each holder of Series A Preferred Stock shall surrender at the office of the Corporation or of any transfer agent for such series of Series A Preferred Stock the certificate or certificates therefor, duly endorsed (or a reasonably acceptable affidavit and indemnity undertaking in the case of a lost, stolen or destroyed certificate), representing the Series A Preferred Stock to be redeemed. The Corporation shall redeem all of the Series A Preferred Stock within 30 days from the date on which the Redemption Notice is given; provided, however, the Corporation shall not be obligated to pay the Redemption Price unless the stock certificate or certificates representing the Series A Preferred Stock to be redeemed are delivered to the Corporation or its transfer agent (or a reasonably acceptable affidavit and indemnity undertaking in the case of a lost, stolen or destroyed certificate).

(d) Available Funds for Redemption . No Series A Preferred Stock may be redeemed except with assets legally available for the redemption payment. If at any time the Corporation determines that in accordance with the Florida Business Corporation Act it is unable to redeem all of the shares of Series A Preferred Stock as elected by the holders of a majority of the Series A Preferred Stock, such redemption obligation shall be suspended as to those shares of Series A Preferred Stock that may not be legally redeemed until such time when additional funds of the Corporation are legally available for redemption of the shares of Series A Preferred Stock, whereupon such funds immediately will be used to redeem the balance of the shares of Series A Preferred Stock which the Corporation has become obligated to redeem on the Redemption Date but which it has not redeemed and such funds will not be used for any other purpose.

(e) Dividends after Redemption . No shares of Series A Preferred Stock shall be entitled to any dividends (declared or otherwise) after the Redemption Date.

(f) Partial Redemption . If fewer than the total number of shares of Series A Preferred Stock represented by any certificate are redeemed as provided in Section 3(d) , a new certificate representing the number of unredeemed shares of Series A Preferred Stock will be issued to the holder thereof without cost to such holder within 15 Business Days after surrender of the certificate representing the redeemed shares or a reasonably acceptable affidavit and indemnity undertaking in the case of a lost, stolen or destroyed certificate.

5

(a) Right of Holder to Convert .

(i) Optional Conversion . Each holder of Series A Preferred Stock shall have the right to convert, at any time and from time to time, and without the payment of additional consideration by the holder thereof, any or all of such holder’s shares of Series A Preferred Stock into such number of fully paid and nonassessable shares of Common Stock equal to the product of (A) the number of shares of Series A Preferred Stock being so converted and (B) the quotient of the Liquidation Preference divided by the Conversion Price (as defined below) in effect at the time of conversion, with such adjustment or cash payment for fractional shares as set forth pursuant to Section 4(g) . The “ Conversion Price ” shall initially be $5.00, subject to adjustment as provided in Section 4(c) . Each share of Series A Preferred Stock shall thus at the Purchase Date be convertible into one share of Common Stock, subject to adjustment as set forth herein.

(ii) Mechanics of Conversion . Before any holder of Series A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed (or a reasonably acceptable affidavit and indemnity undertaking in the case of a lost, stolen or destroyed certificate), at the office of the Corporation or of any transfer agent for such series of Series A Preferred Stock, and shall provide the Corporation the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The date on which a holder complies with the procedures in this clause (ii) is the “ Optional Conversion Date .” The Corporation shall, as soon as practicable thereafter, issue and deliver to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid and a certificate for the remaining number of shares of Series A Preferred Stock if less than all of the Series A Preferred Stock evidenced by the certificate were surrendered. Such conversion shall be deemed to have been made immediately prior to the close of business on the Optional Conversion Date, and the person or persons entitled to receive the shares of Common Stock issuable upon the Optional Conversion Date shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date.

(b) Right of Corporation to Convert .

(i) Mandatory Conversion . The Corporation shall have the right, at its option, to cause the Series A Preferred Stock, in whole but not in part, to be automatically converted into that number of fully paid and nonassessable shares of Common Stock for each share of Series A Preferred Stock equal to the quotient of (A) the Liquidation Preference divided by (B) the Conversion Price in effect at the time of conversion, with such adjustment or cash payment for fractional shares as set forth pursuant to Section

6

4(h) . The Corporation may exercise its right to cause a mandatory conversion pursuant to this Section 4(b)(i) only if the Closing Price of the Common Stock has equaled or exceeded 150% of the Conversion Price then in effect for at least 90 consecutive Trading Days, including the last Trading Day of such 90 day period (the “ Mandatory Conversion Notice Date ”).

(ii) Notice . To exercise the mandatory conversion right described in Section 4(b)(i) , a written notice (the “ Mandatory Conversion Notice ”) shall be sent by or on behalf of the Corporation, by first class mail, postage prepaid, to the holders of record of Series A Preferred Stock as they appear on the stock register of the Corporation up to 10 days and no more than 30 days prior to the Mandatory Conversion Notice Date (A) notifying such holders of the Corporation’s intent to exercise its mandatory conversion right and of the date of the mandatory conversion, which date shall not be less than 5 days nor be more than 30 days after the Mandatory Conversion Notice Date (the “ Mandatory Conversion Date ”), and (ii) stating the office of the Corporation or of any transfer agent for such series of Series A Preferred Stock at which the shares of Series A Preferred Stock called for conversion shall, upon presentation and surrender of the certificate(s) (or a reasonably acceptable affidavit and indemnity undertaking in the case of a lost, stolen or destroyed certificate) evidencing such shares, be converted, and the Conversion Price to be applied thereto. The Corporation shall also issue a press release containing such information and publish such information on its website; provided that, failure to issue such press release or publish such information on the Corporation’s website shall not act to prevent or delay conversion pursuant to this Section 4(b) .

(iii) Mandatory Conversion Mechanics . The Corporation shall deliver to the transfer agent for such series of Series A Preferred Stock irrevocable written instructions authorizing the transfer agent, on behalf and at the expense of the Corporation, to cause the Mandatory Conversion Notice to be duly mailed as soon as practicable after receipt of such irrevocable instructions from the Corporation and in accordance with the above provisions. The shares of Common Stock to be issued upon conversion of the Series A Preferred Stock pursuant to this Section 4(b) and cash with respect to any accrued and unpaid dividends as provided in Section 4(b)(iv) and cash in an amount sufficient to cover payment for fractional shares as contemplated by Section 4(h) shall be deposited with the transfer agent in trust at least one Business Day prior to the Mandatory Conversion Date, for the pro rata benefit of the holders of record as they appear on the stock register of the Corporation, so as to be and continue to be available therefor. Neither failure to mail such Mandatory Conversion Notice to one or more such holders nor any defect in such Mandatory Conversion Notice shall affect the sufficiency of the proceedings for conversion as to other holders.

(iv) Accumulated Dividends . The Corporation may not authorize the mandatory conversion pursuant to Section 4(b) unless, prior to giving the Mandatory Conversion Notice, all accrued and unpaid dividends on the Series A Preferred Stock for periods ended prior to the date of such Mandatory Conversion Notice shall have been declared and paid.

7

(c) Conversion Price Adjustments of Series A Preferred Stock . The Conversion Price shall be subject to adjustment from time to time as follows:

(i) Adjustment for Stock Splits, Subdivisions, Reclassifications or Combinations . If the Corporation, at any time after the Purchase Date, (A) pays a dividend or otherwise distributes to holders of its Common Stock, as such, shares of its capital stock (whether Common Stock or capital stock of any other class), (B) subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, (C) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (D) issues any shares of its capital stock in a reclassification of its outstanding shares of Common Stock (including any such reclassification in connection with a consolidation, merger or other business combination transaction in which the Corporation is the continuing or surviving corporation), the Conversion Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted to the number obtained by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action and the denominator of which shall be the number of shares of Common Stock outstanding immediately following such action. For the purposes of this Section 4(c)(i) , the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Corporation but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

(ii) Adjustment for Issuances Below Conversion Price to Current Holders . If the Corporation should issue or be deemed to have issued, at any time after the Purchase Date, rights, options or warrants to holders of the outstanding shares of Common Stock, as such, entitling the holders of such rights, options or warrants to subscribe for or purchase shares of Common Stock at a price per share that is lower on the record date mentioned below than the Conversion Price in effect immediately prior to the issuance, then the Conversion Price in effect immediately prior to such adjustment shall be reduced to the lowest consideration per share received or receivable by the Corporation for the shares of Common Stock so issued or issuable upon such conversion, exchange or exercise. Such adjustment will be made whenever such rights, options or warrants are issued and, at such time, will become effective retroactive to the time that is immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants. In case such purchase, conversion, exchange or subscription price may be paid in a consideration part or all of which is in a form other than cash, the fair value of such consideration will be as determined by the Board, whose determination will be conclusive if based on the financial advice of a U.S. national or regional investment banking firm or national accounting firm.

8

(iii) Adjustment for Issuances Below Conversion Price to New Holders . (A) If the Corporation should issue or be deemed to have issued, at any time after the Purchase Date, shares of Common Stock, securities convertible into or exchangeable for shares of Common Stock or rights, options or warrants entitling the holders of such rights, options or warrants to subscribe for or purchase shares of Common Stock (excluding shares of Common Stock, convertible or exchangeable securities or rights, options or warrants issued in any of the transactions described in Section 4(c)(i) or (ii) ) for a purchase price per share of such Common Stock, for a conversion or exchange price per share of Common Stock initially deliverable upon conversion or exchange of such securities, or for a subscription or purchase price per share of Common Stock initially deliverable upon exercise of such rights, options or warrants, that is less than the Conversion Price in effect on the date the purchase, conversion, exchange or subscription price of such additional shares of Common Stock is first fixed, then the Conversion Price in effect immediately prior to such adjustment shall be reduced to the lowest consideration per share received or receivable by the Corporation for the shares of Common Stock so issued, issuable or deemed issued upon such conversion, exchange or exercise. Such adjustment will be made whenever such rights, options or warrants are issued and, at such time, will become effective retroactive to the time that is immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants. In case such purchase, conversion, exchange or subscription price may be paid in a consideration part or all of which is in a form other than cash, the fair value of such consideration will be as determined by the Board, whose determination will be conclusive if based on the financial advice of a U.S. national or regional investment banking firm or national accounting firm.

(B) Notwithstanding Section 4(c)(iii)(A) , if the Corporation should issue or be deemed to have issued, at any time after the Purchase Date, (I) shares of Common Stock, securities convertible into or exchangeable for shares of Common Stock or rights, options or warrants entitling the holders of such rights, options or warrants to subscribe for or purchase shares of Common Stock for a purchase price per share of Common Stock, for a conversion or exchange price per share of Common Stock initially deliverable upon conversion or exchange of such securities, or for a subscription or purchase price per Common Stock initially deliverable upon exercise of such rights, options or warrants, that is (x) less than the Conversion Price in effect on the date the purchase, conversion, exchange or subscription price of such additional shares of Common Stock is first fixed and (y) greater than $4.00, (II) in connection with an acquisition by the Corporation of the assets or equity of another entity (an “ Acquisition ”), (III) the number of shares of Common Stock to be issued in connection with the Acquisition, plus the number of shares of Common Stock issuable upon the conversion, exchange or exercise of all other securities issued in connection with the Acquisition is less than 50,000 shares of Common Stock, (IV) the Corporation has not participated in more than two Acquisitions during the calendar year, and (V) the number of shares of Common Stock issued in connection with the Acquisition and all prior Acquisitions during the last five years to which this Section 4(c)(iii)(B) applied plus the number of shares of Common Stock issuable upon the conversion, exchange or exercise of all other securities issued in connection with the Acquisition and all prior

9

Acquisitions to which this Section 4(c)(iii)(B) applied is less than 500,000 shares, then the Conversion Price in effect immediately prior to such adjustment shall be reduced by multiplying the Conversion Price in effect immediately prior to such adjustment by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so issued or issuable upon such conversion, exchange or exercise would purchase at the current Conversion Price, and the denominator of which shall be the number of shares of Common Stock outstanding on such date plus the number of additional shares of Common Stock offered by such rights, options or warrants for subscription or purchase. Such adjustment will be made whenever such rights, options or warrants are issued and, at such time, will become effective retroactive to the time that is immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants. In case such purchase, conversion, exchange or subscription price may be paid in a consideration part or all of which is in a form other than cash, the fair value of such consideration will be as determined by the Board, whose determination will be conclusive if based on the financial advice of a U.S. national or regional investment banking firm or national accounting firm.

(iv) Adjustment for Consolidation, Merger or Sale . If at any time or from time to time on or after the Purchase Date, any Liquidation Transaction shall be effected, then, as a condition of such Liquidation Transaction, lawful and adequate provision shall be made whereby each holder of Series A Preferred Stock shall then have the right to convert the Series A Preferred Stock into the kind and amount of stock and other securities and property receivable upon such Liquidation Transaction by holders of the maximum number of shares of Common Stock into which such shares of Series A Preferred Stock could have been converted immediately prior to such Liquidation Transaction, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

(v) Exempt Issuances . Notwithstanding this Section 4(c) , the following issuances shall be exempt from adjustment of the Conversion Price pursuant to this Section 4(c) : (A) issuances to employees, officers, directors, consultants and advisors of the Corporation pursuant to any incentive plan, stock purchase plan, agreement or other arrangement duly adopted by the Corporation and approved by the compensation committee of the Board; (B) issuances upon exercise of the warrants issued to JCH Crenshaw Holdings, LLC pursuant to the Purchase Agreement; and (C) upon issuance or conversion of the Series A Preferred Stock.

(vi) No Increase in Conversion Price . No adjustment to the Conversion Price pursuant to this Section 4(c) shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately prior to such adjustment.

10

(d) Reversion . Upon the expiration of any rights, options, warrants or conversion or exchange privileges for which an adjustment has been made, if none thereof were exercised, the Conversion Price will, upon such expiration, be readjusted and will thereafter be such as it would have been had it been originally not been adjusted; provided, however, that no such readjustment will have the effect of increasing the Conversion Price by an amount in excess of the amount of the adjustment initially made in respect of the issuance, sale, or grant of such rights, options, warrants or conversion or exchange privileges.

(e) Other Distributions . In the event the Corporation shall declare a distribution (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section 4 or in Section 2 ) payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in Section 4(c)(i) , then, in each such case for the purpose of this Section 4(e) , the holders of Series A Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of the Corporation into which their shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

(f) No Impairment . The Corporation will not, through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of Series A Preferred Stock set forth in this Section 4 against impairment.

(g) Termination of Conversion Rights . In the event of a Notice of Redemption of any shares of Series A Preferred Stock pursuant to Section 3 , the conversion rights of the shares designated for redemption shall terminate at the close of business on the last full day preceding the date fixed for redemption, unless the Redemption Price is not paid on such Redemption Date, in which case the conversion rights for such shares shall continue until such price is paid in full. In the event of a liquidation, dissolution or winding up of the Corporation or a Liquidation Transaction, the conversion rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Series A Preferred Stock.

(h) No Fractional Shares . No fractional shares shall be issued upon the conversion of any share or shares of the Series A Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share. The number of shares issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock the holder is at the time converting (or are being automatically converted) into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion. If the conversion would result in any fractional share, the Corporation shall, in lieu of issuing any such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share of Common Stock on the date of conversion.

11

(i) Certificate as to Adjustments . Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Section 4 , the Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of such Series A Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Series A Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustment and readjustment, (ii) the Conversion Price at the time in effect, and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of a share of Series A Preferred Stock.

(j) Notices of Record Date . In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Corporation shall mail to each holder of Series A Preferred Stock, at least 10 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

(k) Reservation of Stock Issuable Upon Conversion . The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of Series A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of such series of Series A Preferred Stock, in addition to such other remedies as shall be available to the holders of such Series A Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to these Articles of Incorporation.

(l) Issuance Limitation . Notwithstanding anything to the contrary contained herein, until the Company obtains the requisite shareholder approval (the “ Issuance Approval ”) under NASDAQ Corporate Governance Rule 5635 (the “ Issuance Limitation ”), under no circumstances will the number of shares of Common Stock issued upon conversion of the Series A Preferred Stock, when aggregated with the number of shares of Common Stock, if any, previously issued upon conversion of the Series A Preferred Stock and upon exercise of any warrant issued pursuant to the Purchase Agreement, exceed 19.99% of the number of shares of Common Stock outstanding immediately prior to the first issuance of shares of Series A Preferred Stock (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction). Immediately after the Issuance Approval is obtained, the Issuance Limitation under this Section 4(l) shall no longer apply. At any time that the Issuance Limitation applies, the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock shall be limited to the maximum number of shares of Common Stock that could be issued without the Issuance Approval having been obtained. The Corporation shall use its commercially reasonable efforts to obtain the Issuance Approval as soon as reasonably practicable after the first issuance of shares of Series A Preferred Stock.

12

(a) General Voting Rights . Except as expressly provided by these Articles of Incorporation or as provided by law, the holders of Series A Preferred Stock shall have the same voting rights as the holders of Common Stock and shall be entitled to notice of any shareholders’ meeting in accordance with the Bylaws of the Corporation, and the holders of Common Stock and the Series A Preferred Stock shall vote together as a single class on all matters. Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held, and each holder of Series A Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series A Preferred Stock could be converted. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Series A Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).

(b) Voting Limitation . (i) Notwithstanding anything to the contrary contained herein, until the Corporation obtains the requisite shareholder approval (the “ Voting Approval ”) under NASDAQ Corporate Governance Rule 5635 (the “ Voting Limitation ”), under no circumstances will the aggregate voting rights of the outstanding Series A Preferred Stock, Common Stock issued upon conversion of the Series A Preferred Stock and Common Stock issued upon exercise of any warrant issued pursuant to the Purchase Agreement, exceed 19.99% of the total voting power of the Corporation’s equity securities outstanding immediately prior to the first issuance of shares of Series A Preferred Stock (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction). Immediately after the Voting Approval is obtained, the Voting Limitation under this Section 5(b) shall no longer apply. At any time that the Voting Limitation applies, the voting power of the Series A Preferred Stock shall be reduced to the minimum extent necessary to allow holders of shares of Common Stock issued upon exercise of any warrant issued pursuant to the Purchase Agreement, holders of shares of Common Stock issued upon conversion of the Series A Preferred Stock and holders of the Series A Preferred Stock to collectively exercise 19.99% of the total voting power of the Corporation’s equity securities outstanding immediately prior to the first issuance of shares of Series A Preferred Stock (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction). The Corporation shall use its commercially reasonable efforts to obtain the Voting Approval as soon as reasonably practicable.

(ii) Solely with respect to determining the number of votes to which holders of the Series A Preferred Stock are entitled on an as converted to Common Stock basis as set forth in Section 5(a) , any adjustment of the Conversion Price pursuant to Sections 4(c)(ii)-(iv)  shall not cause the use of a Conversion Price for such purposes that is less than $[            ], with such price to be adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the Purchase Date.

13

(c) Board Representation . So long as the shares of Series A Preferred Stock on an as converted to Common Stock basis represent 5% or more of the Corporation’s outstanding Common Stock, holders of the Series A Preferred Stock, exclusively, shall be entitled to elect one member of the Board (and to fill any vacancy with respect thereto).

(d) Other Board Seats . Any other members of the Board of Directors authorized pursuant to the Corporation’s bylaws shall be elected by the holders of the Series A Preferred Stock and Common Stock, voting as a single class on an as converted to Common Stock basis. Any director who shall have been elected by a specified group or groups of shareholders may be removed during the aforesaid term of office, either for or without cause, by and only by, the affirmative vote of the holders of a majority of the shares of such specified group or groups, given at a special meeting of such shareholders duly called or by an action by written consent for that purpose.

6. Protective Provisions . So long as the shares of Series A Preferred Stock on an as converted to Common Stock basis represent 5% or more of the Corporation’s outstanding Common Stock, the Corporation shall not (by amendment, merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock:

(a) amend, alter, waive, repeal or modify (whether by merger, consolidation or otherwise) any provision of its Articles of Incorporation (including any filing or amending of a certificate of designation for any of its capital stock) or Bylaws of the Corporation so as to adversely affect or otherwise impair any of the rights, preferences, privileges, qualifications, limitations or restrictions of, or applicable to, the Series A Preferred Stock;

(b) authorize or issue, or obligate itself to issue, any other equity security, including any security convertible into or exercisable for any equity security, having rights, preferences or privileges senior to or on a parity with the Series A Preferred Stock;

(c) alter or change any rights, preferences or privileges of the Series A Preferred Stock; or

(d) increase or decrease (other than by conversion) the total number of authorized shares of Series A Preferred Stock.

7. Status of Reacquired Shares of Series A Preferred Stock . Shares of outstanding Series A Preferred Stock reacquired by the Corporation (including shares of Series A Preferred Stock that shall have been redeemed pursuant to the provisions hereof) or cancelled upon conversion into Common Stock shall have the status of authorized and unissued shares of Preferred Stock, undesignated as to series, and subject to later designation and issuance by the Corporation in accordance with its Articles of Incorporation.

14

Exhibit 10.3

THE WARRANTS REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON ANY EXERCISE HEREOF WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE WARRANTS REPRESENTED HEREBY AND THE COMMON STOCK ISSUABLE UPON ANY EXERCISE HEREOF MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS EITHER (1) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (2) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE.

AMERICAN ELECTRIC TECHNOLOGIES, INC.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

For value received, AMERICAN ELECTRIC TECHNOLOGIES, INC., a Florida corporation (the “ Company ”), hereby certifies that JCH Crenshaw Holdings, LLC, a Texas limited liability company, or its transferees, successors or assigns (each person or entity holding all or part of this Warrant being referred to as a “ Holder ”), is the registered holder of Series A Warrants (the “ Warrants ”) to subscribe for and purchase One Hundred Twenty-Five Thousand (125,000) shares (as may be adjusted as provided herein, the “ Warrant Shares ”) of the fully paid and nonassessable Common Stock (as defined below), at a purchase price per share initially equal to $6.00 and subject to adjustment as provided herein (the “ Warrant Price ”) on or before, 5:00 P.M., Eastern Time, on April [•], 2020 (the “ Expiration Time ”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used in this Warrant, the term “ Business Day ” means any day other than a Saturday or Sunday on which commercial banks located in New York, New York are open for the general transaction of business.

Section 1. Methods of Exercise; Issuance of New Warrant .

(a) Subject to the provisions hereof, the Holder may exercise this Warrant at any time prior to the Expiration Time, in whole or in part and from time to time, by the surrender of this Warrant at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any Business Day, with (i) the Notice of Exercise – Payment in Cash attached hereto as Appendix A duly executed and the payment by the Holder by cash, certified check payable to the Company or wire transfer of immediately available funds to an account designated to the exercising Holder by the Company of an amount equal to the then applicable Warrant Price multiplied by the number of Warrant Shares then being purchased, or (ii) in the event of a cashless exercise pursuant to Section 1(b) below, with the Notice of Exercise – Net Issuance attached hereto as Appendix B duly executed and completed. Effective as of the close of business on the date on which the Holder shall have satisfied in full the Holder’s obligations set forth herein regarding an exercise of this Warrant (the “ Exercise Date ”) ( provided such date is prior to the Expiration Time), the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder of record of the number of Warrant Shares receivable upon such exercise.

(b) In addition to and without limiting the rights of the Holder hereof under the terms of this Warrant, the Holder may elect to receive, without the payment by the Holder of the Warrant Price, Warrant Shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant (or such portion of this Warrant being so exercised) together with the Notice of Exercise – Net Issuance attached hereto as Appendix B duly executed and completed. Thereupon, the Company shall issue to the Holder such number of Warrant Shares, as is computed using the following formula:

X = Y(A-B)

       A

where

X = the number of shares of Common Stock to be issued to the Holder (or such other person or persons as directed by the Holder) upon such exercise of the rights under this Section 1(b).

Y = the total number of shares of Common Stock covered by this Warrant which the Holder has surrendered for cashless exercise (determined as if the Warrant Price were being paid in cash).

A = the Fair Market Value (as defined below) of one share of Common Stock on the date that the Holder delivers the Notice of Exercise – Net Issuance to the Company as provided herein.

B = the Warrant Price in effect under this Warrant on the date that the Holder delivers the Notice of Exercise – Net Issuance to the Company as provided herein.

The “ Fair Market Value ” of one share of Common Stock as of a particular date (the “ Valuation Date ”) shall mean the closing sale price of one share of Common Stock or, if no closing sale price is reported, the last reported sale price of one share of Common Stock on the last trading day prior to the Valuation Date, as reported on the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or the New York Stock Exchange (an “ Approved Market ”). If the Common Stock is not then traded on an Approved Market, the “Fair Market Value” of one share of Common Stock as of the Valuation Date shall mean the closing sale price of one share of Common Stock or, if no closing sale price is reported, the last reported sale price of one share of Common Stock, on the last trading day prior to the Valuation Date as reported on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or quoted. If the Common Stock is not then traded on an Approved Market or listed or quoted on a U.S. national or regional securities exchange, the “Fair Market Value” of one share of Common Stock as of the Valuation Date shall mean the last quoted bid price for one share of Common Stock on the last trading day prior to the Valuation Date as reported in the over-the-counter markets. If the Common Stock is not then traded on an Approved Market or listed or quoted on a U.S. national or regional securities exchange and the bid price on the over-the-counter markets is not available, the “Fair Market Value” of one share of Common Stock as of the Valuation Date shall be determined in good faith by the Board of

2

Directors of the Company (the “ Board ”). The Board shall respond promptly in writing to an inquiry by the Holder prior to the exercise hereunder as to the Fair Market Value of a share of Common Stock. Such determination shall be binding on the Holder unless the Holder objects thereto in writing within 10 Business Days after receipt of such writing. In the event the Company and the Holder cannot agree on the Fair Market Value per share within 10 Business Days after the date of the Holder’s objection, the Fair Market Value per share of Common Stock shall be determined by a disinterested appraiser (which may be a national or regional investment banking firm or national accounting firm) selected by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company. Any determination of Fair Market Value by a disinterested appraiser shall be made within 30 days after the date of selection. A “trading day” is a day during which the trading of securities generally occurs on the Approved Market on which the Common Stock is then listed or, if the Common Stock is not then listed on an Approved Market, on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or quoted, or if the Common Stock is not then listed or quoted on a U.S. national or regional securities exchange, on the over-the-counter market on which the Common Stock is then quoted.

(c) In the event of any exercise of the rights represented by this Warrant, within three Business Days after the Exercise Date at the Company’s expense, the Company shall deliver to the Holder (or such other person or persons as directed by the Holder) (i) certificate(s) for the whole number of shares of Common Stock so purchased, in such name or names as the Holder may designate; (ii) unless this Warrant has been fully exercised, a new Warrant representing the whole number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised in such name or names as the Holder shall designate; and (iii) payment for any fractional shares in accordance with Section 6.

Section 2. Reservation of Shares; Stock Fully Paid; Listing .

(a) The Company shall keep reserved and available a sufficient number of shares of the authorized and unissued shares of Common Stock, free from all taxes, liens, charges and security interests, to provide for the exercise of the rights of purchase represented by this Warrant in compliance with its terms. The transfer agent for the Common Stock (the “ Transfer Agent ”) and every subsequent transfer agent for any shares of the Company’s capital stock issuable upon the exercise of this Warrant will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company will keep a copy of this Warrant on file with the Transfer Agent and with every subsequent transfer agent for any shares of the Company’s capital stock issuable upon the exercise of this Warrant. The Company shall (i) instruct such Transfer Agent to make the appropriate book entries and (ii) requisition from time to time from such Transfer Agent the stock certificates, if any, required to honor outstanding Warrants upon exercise thereof, in each case in accordance with the terms of this Warrant. The Company will furnish such Transfer Agent a copy of all notices of adjustments and certificates related thereto transmitted to each Holder pursuant to Section 3(k) hereof.

(b) The Company covenants that all Warrant Shares which may be issued upon exercise of this Warrant will, upon issuance, be duly and validly authorized and issued, fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and

3

security interests with respect to the issuance thereof. The Company will take no action to increase the par value of the Common Stock to an amount in excess of the Warrant Price, and the Company will not enter into any agreements inconsistent with the rights of the Holder hereunder. The Company will use its reasonable best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations hereunder.

(c) The Company will from time to time use commercially reasonable efforts to ensure that the Warrant Shares, immediately upon their issuance upon the exercise of Warrants, will be listed or authorized for quotation on the principal securities exchange or quotation system within the United States of America, if any, on which the Common Stock is then listed.

Section 3. Adjustments and Distributions . The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

(a) If the Company (i) pays a dividend or otherwise distributes to holders of its Common Stock, as such, shares of its capital stock (whether Common Stock or capital stock of any other class), (ii) subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issues any shares of its capital stock in a reclassification of its outstanding shares of Common Stock (including any such reclassification in connection with a consolidation, merger or other business combination transaction in which the Company is the continuing or surviving corporation), then the number and kind of securities purchasable upon exercise of this Warrant immediately prior thereto will be adjusted so that the Holder thereof will be entitled to receive (A) in the case of a dividend or distribution, the sum of (1) the number of Warrant Shares that, if this Warrant had been exercised immediately prior to such adjustment, such Holder would have received upon such exercise and (2) the number and kind of additional shares of capital stock that such Holder would have been entitled to receive as a result of such dividend or distribution by virtue of its ownership of such Warrant Shares, (B) in the case of a subdivision or combination, the number of Warrant Shares that, if this Warrant had been exercised immediately prior to such adjustment, such Holder would have received upon such exercise, adjusted to give effect to such subdivision or combination as if such Warrant Shares had been subject thereto, or (C) in the case of an issuance in a reclassification, the sum of (1) the number of Warrant Shares that, if this Warrant had been exercised immediately prior to such adjustment, such Holder would have received upon such exercise and retained after giving effect to such reclassification as if such Warrants Shares had been subject thereto and (2) the number and kind of additional shares of capital stock that such Holder would have been entitled to receive as a result of such reclassification as if such Warrant Shares had been subject thereto. An adjustment made pursuant to this Section 3(a), in the case of a dividend or distribution, will be made whenever such dividend or distribution is made and, at such time, will become effective retroactive to the time that is immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and, in the case of a subdivision, combination or reclassification, will become effective immediately after the effective date of such subdivision, combination or reclassification.

4

(b) If the Company issues rights, options or warrants to holders of the outstanding shares of Common Stock, as such, entitling the holders of such rights, options or warrants to subscribe for or purchase shares of Common Stock at a price per share that is lower on the record date mentioned below than the Conversion Price (as defined below) per share of Series A Convertible Preferred Stock, par value $0.001 per share (the “ Series A Convertible Preferred Stock ”), of the Company as of such record date, then the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant will be adjusted to the number that results from multiplying the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior to such adjustment by a fraction (not to be less than one), the numerator of which will be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered by such rights, options or warrants for subscription or purchase and the denominator of which will be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate subscription or purchase price of the total number of shares of Common Stock so offered would purchase at the Conversion Price per share of Series A Convertible Preferred Stock on such record date. Such adjustment will be made whenever such rights, options or warrants are issued and, at such time, will become effective retroactive to the time that is immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants. In case such subscription or purchase price may be paid in a consideration part or all of which is in a form other than cash, the fair value of such consideration will be as determined by the Board, whose determination will be conclusive if based on the financial advice of a U.S. national or regional investment banking firm or national accounting firm. Except as provided in Section 3(f), no further adjustments of the number of Warrant Shares will be made upon the actual issuance of shares of Common Stock upon exercise of such rights, options or warrants. “ Conversion Price ” means the Conversion Price as determined under the Articles of Incorporation of the Company, as amended, restated or supplemented the “ Articles of Incorporation ”); provided , however , that if shares of Series A Convertible Preferred Stock are no longer outstanding at the time of the occurrence of any event that would have required adjustment to such Conversion Price had the shares of Series A Preferred Stock been then outstanding, then “Conversion Price” means the Conversion Price per share of Series A Convertible Preferred Stock that would have been in effect had shares of the Series A Convertible Preferred Stock been outstanding at all times since the initial issuance thereof through the date of the occurrence of such event and all adjustments had been made to the Conversion Price pursuant to the Articles of Incorporation through the date of the occurrence of such event.

(c) If the Company issues shares of Common Stock, securities convertible into or exchangeable for shares of Common Stock or rights, options or warrants entitling the holders of such rights, options or warrants to subscribe for or purchase shares of Common Stock (excluding shares of Common Stock, convertible or exchangeable securities or rights, options or warrants issued in any of the transactions described in Section 3(a) or Section 3(b)) for a purchase price per share of such Common Stock, for a conversion or exchange price per share of Common Stock initially deliverable upon conversion or exchange of such securities, or for a subscription or purchase price per share of Common Stock initially deliverable upon exercise of such rights, options or warrants, that is less than the Conversion Price per share of Series A Convertible Preferred Stock on the date the purchase, conversion, exchange or subscription price

5

of such additional shares of Common Stock are first fixed, then the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant will be adjusted to the number that results from multiplying the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior to such adjustment by a fraction (not to be less than one), the numerator of which will be the number of shares of Common Stock outstanding on such date plus the number of additional shares of Common Stock so issued or issuable upon such conversion, exchange or exercise, and the denominator of which will be the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock which the aggregate purchase, conversion, exchange or subscription price received or receivable by the Company for such additional shares of Common Stock would purchase at the Conversion Price per share of Series A Convertible Preferred Stock on such date prior to any adjustment for such event. Such adjustment will be made and become effective immediately after such shares of Common Stock or convertible or exchangeable securities are issued. In case such purchase, conversion, exchange or subscription price may be paid in a consideration part or all of which is in a form other than cash, the fair value of such consideration will be as determined by the Board, whose determination will be conclusive if based on the financial advice of a U.S. national or regional investment banking firm or national accounting firm. Except as provided in Section 3(f), no further adjustment will be made upon the actual issue of shares of Common Stock upon conversion or exchange of such securities convertible into or exchangeable for shares of Common Stock or upon exercise of rights, options or warrants entitling the holders of such rights, options or warrants to subscribe for or purchase shares of Common Stock.

(d) Whenever the number of Warrant Shares purchasable upon the exercise of this Warrant is adjusted as herein provided, the Warrant Price will be adjusted to the Conversion Price per share of Series A Convertible Preferred Stock as of such date plus $1.00. No adjustment to the Warrant Price pursuant to this Section 3 shall have the effect of increasing the Warrant Price above the Warrant Price in effect immediately prior to such adjustment.

(e) The term (“ Common Stock ”) means (i) the class of shares designated as the Common Stock of the Company as of the date hereof, (ii) all shares of any class or classes (however designated) of the Company, now or hereafter authorized, the holders of which have the right, without limitation as to amount, either to all or to a part of the balance of current dividends and liquidating dividends after the payment of dividends and distributions on any shares entitled to preference, and the holders of which are ordinarily entitled to vote generally in the election of directors of the Company, or (iii) any other class of shares resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to Section 3(a), the Warrants become exercisable to purchase Warrant Shares other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of this Warrant and the Warrant Price payable in respect of such other shares upon the exercise of this Warrant will be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares and the Warrant Price contained in this Section 3.

(f) Upon the expiration of any rights, options, warrants or conversion or exchange privileges for which an adjustment has been made, if none thereof have been exercised, the Warrant Price and the number of Warrant Shares purchasable upon the exercise of this

6

Warrant will, upon such expiration, be readjusted and will thereafter each be such as it would have been had the original adjustment not been required; provided , however , that no such readjustment will have the effect of increasing the Warrant Price or decreasing the number of Warrant Shares purchasable upon the exercise of this Warrant by an amount in excess of the amount of the adjustment initially made in respect of the issuance, sale, or grant of such rights, options, warrants or conversion or exchange privileges.

(g) If any consolidation or merger of the Company with another entity in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another entity, shall be effected, then, as a condition of such consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of this Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of this Warrant, had such consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price and of the number of Warrant Shares) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor entity (if other than the Company) resulting from such consolidation or merger, or the entity purchasing or otherwise acquiring such assets or other appropriate entity shall assume the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 3(g) shall similarly apply to successive consolidations, mergers, sales, transfers or other dispositions.

(h) In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets, the Company, prior to such dissolution, shall deliver or cause to be delivered the stock, securities and assets receivable by the Holder after the effective date of the dissolution pursuant to this Section 3 to the Holder.

(i) The Company will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against dilution or other impairment.

(j) All calculations with respect to the number of Warrant Shares will be made to the nearest one-thousandth of a share and all calculations with respect to the Warrant Price will be to the nearest whole cent. If the Company distributed to holders of its Common Stock, as such, securities of another person, evidences of indebtedness issued by the Company or

7

any other person, assets (excluding cash dividends) of the Company or any other person, or any rights, options or warrants to purchase any of the foregoing (excluding dividends in Section 3(b)), then the Company shall issue or distribute to each Holder the securities, evidences of indebtedness, assets, rights, options or warrants that such Holder would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto. No adjustment in the number of Warrant Shares purchasable upon the exercise of a Warrant will be made on account of (i) any issuance of shares of Common Stock upon the exercise of options, rights or warrants or upon the conversion or exchange of convertible or exchangeable securities, outstanding as of the date hereof, (ii) any issuance of shares of Common Stock, or of options, rights or warrants, or of other securities, pursuant to a share purchase rights plan or any similar plan adopted by the Board, (iii) any issuance of shares of Common Stock, or of options, rights or warrants to purchase, or securities convertible into or exchangeable for, shares of Common Stock, in accordance with any plan for the benefit of the employees or directors of the Company existing as of the date hereof or any other plan hereafter adopted by the Board for the benefit of the employees or directors of the Company or any of its subsidiaries, and (iv) any issuance of shares of Common Stock in connection with a Company-sponsored plan for reinvestment of dividends or interest.

(k) Within three Business Days after each adjustment pursuant to this Section 3, the Company shall deliver a certificate signed by its chief financial officer or executive officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Warrant Price and number of Warrant Shares purchasable hereunder after giving effect to such adjustment.

Section 4. Transfer Taxes . The Company will pay any documentary stamp taxes attributable to the initial issuance of Warrant Shares issuable upon the exercise of the Warrant; provided , however , that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Warrant Shares in a name other than that of the registered holder of this Warrant, and in such case, the Company shall not be required to issue or deliver any certificate for Warrant Shares or any Warrant until the person requesting the same has paid to the Company the amount of such tax or has established to the Company’s reasonable satisfaction that such tax has been paid.

Section 5. Mutilated or Missing Warrants . In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and substitution for and upon cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant mutilated, lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of the Warrant, and with respect to a mutilated, lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if requested by the Company.

Section 6. Fractional Shares . No fractional shares of Common Stock shall be issued in connection with any exercise hereunder, and in lieu of any such fractional shares, the Company shall make a cash payment therefor to the Holder (or such other person or persons as directed by the Holder) based on the Fair Market Value of a share of Common Stock on the date of exercise of this Warrant.

8

Section 7. Compliance with Securities Act and Legends . The Holder, by acceptance hereof, agrees that this Warrant and the Warrant Shares are being acquired for investment. All shares of Common Stock issued upon exercise of this Warrant (unless registered under the Securities Act of 1933, as amended, or transferable without registration pursuant to the terms of such act or the rules and regulations promulgated thereunder) shall be stamped or imprinted with a legend as follows:

THIS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAWS OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Section 8. Rights as Stockholders; Information . Except as expressly provided in this Warrant, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a shareholder of the Company or any right to vote for the election of the directors or upon any matter submitted to shareholders at any meeting thereof, or to receive notice of meetings, until this Warrant shall have been exercised and the Warrant Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein; provided , however , that if, at any time prior to the Expiration Time any of the following events occur:

(a) The Company declares any dividend payable in any securities upon its shares of Common Stock or makes any distribution (other than a regular cash dividend or cash distributions payable out of surplus or net profits legally available therefor) to the holders of its shares of Common Stock;

(b) The Company offers to the holders of its Common Stock any shares of capital stock of the Company or any Subsidiary or securities convertible into or exchangeable for shares of capital stock of the Company or any Subsidiary or any option, right or warrant to subscribe for or purchase any thereof;

(c) The Company distributes to the holders of its Common Stock evidences of indebtedness or assets of the Company or any Subsidiary;

(d) Any reclassification of the Common Stock, any consolidation of the Company with or merger of the Company into another corporation, any sale, transfer or lease to another corporation of all or substantially all the property of the Company, or any proposal of the Company to effect any of the foregoing transactions that has been publicly announced by the Company; or

9

(e) Any proposal by the Company to effect a dissolution, liquidation or winding up of the Company that has been publicly announced by the Company;

then in any one or more of such events the Company will give notice of such event to the Holder, such giving of notice to be completed at least 10 calendar days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution or subscription rights, or for the determination of shareholders entitled to vote on such proposed reclassification, consolidation, merger, sale, transfer or lease, dissolution, liquidation or winding up; provided , however , that no such notice will be required in respect of any of the matters referred to in the last sentence of Section 3(j) unless such matter causes an adjustment of the Conversion Price of the Series A Convertible Preferred Stock of the Company. Such notice will specify such record date or the date of closing the transfer books, as the case may be, for such event.

Section 9. Issuance Limitation . Notwithstanding anything to the contrary contained herein, until the Company obtains the requisite shareholder approval (the “ Approval ”) under NASDAQ Corporate Governance Rule 5635 (the “ Issuance Limitation ”), under no circumstances will the number of shares of Common Stock issued upon any exercise of this Warrant, when aggregated with the number of shares of Common Stock, if any, previously issued upon conversion of the Series A Convertible Preferred Stock, upon prior exercise of this Warrant and upon the exercise of any other warrant issued pursuant to the Securities Purchase Agreement between the Company and JCH Crenshaw Holdings, LLC, dated as of April 13, 2012, exceed 19.99% of the number of shares of Common Stock outstanding immediately prior to the issuance of this Warrant (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction). Immediately after the Approval is obtained, the Issuance Limitation under this Section 9 shall no longer apply. At any time that the Issuance Limitation applies, the number of shares of Common Stock for which this Warrant may be exercised shall be limited to the maximum number of shares of Common Stock that would not require the Approval to have been obtained. The Company shall use its commercially reasonable efforts to obtain the Approval as soon as reasonably practicable after the issuance of this Warrant.

Section 10. Modification and Waiver . This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the Company and the then current Holder, and such change, waiver, discharge or termination shall be binding on all future Holders.

Section 11. Notices . Any notices or other communications required or permitted hereunder shall be in writing and be deemed to have been given if mailed, three Business Days after being deposited in the United States mail, postage prepaid and registered or certified, to the Holder at its address as shown on the books of the Company or to the Company at the address indicated therefor on the signature page of this Warrant. Any party hereto may change its address for purposes of this Section 10 by giving the other party written notice of the new address and it is the obligation of any then current Holder of this Warrant to advise the Company of any changes in its address.

10

Section 12. Descriptive Headings . The descriptive headings contained in this Warrant are inserted for convenience only and do not constitute a part of this Warrant.

Section 13. Governing Law . The validity, interpretation and performance of this Warrant shall be governed by, and construed in accordance with, the laws of the State of Texas applicable to contracts made and to be performed entirely within such State, regardless of the law that might be applied under principles of conflicts of law.

Section 14. Jurisdiction and Venue . The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of the State of Texas and to the jurisdiction of the United States federal courts located within the State of Texas for the purpose of any suit, action or other proceeding arising out of or based upon this Warrant, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Warrant except in the state courts of the State of Texas or the United States federal courts located within the State of Texas, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Warrant or the subject matter hereof may not be enforced in or by such court.

Section 15. Acceptance . Receipt of this Warrant by the Holder hereof shall constitute acceptance of and agreement to the foregoing terms and conditions.

Section 16. Assignment . This Warrant and all rights hereunder (including, without limitation, any registration rights) are not transferable, in whole or in part, unless such transfer or assignment is in compliance with applicable securities laws and, if so requested by the Company, the Company receives an opinion of counsel, in form and substance satisfactory to the Company, stating that such transfer or assignment is in compliance with all applicable securities laws. Subject to previous sentence, upon surrender of this Warrant at the principal office of the Company, together with a written assignment duly executed by the Holder, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned.

Section 17. Successors . All the covenants and provisions of this Warrant by or for the benefit of the Company or any Holder hereof shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section 18. Certain Interpretive Matters . Unless the context otherwise requires, (i) all references to Sections or Appendices are to Sections or Appendices of or to this Warrant, (ii) each term defined in this Warrant has the meaning assigned to it, (iii) “or” is disjunctive but not necessarily exclusive, and (iv) words in the singular include the plural and vice versa . All references to “$” or dollar amounts are to lawful currency of the United States of America.

[Remainder of Page Intentionally Left Blank]

11

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed on its behalf by one of its officers thereunto duly authorized.

SIGNATURE PAGE TO WARRANT

APPENDIX A

Notice of Exercise—Payment in Cash

To: American Electric Technologies, Inc.

1. The undersigned hereby irrevocably elects to purchase             shares of Common Stock of American Electric Technologies, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, by cash/certified check/wire transfer (circle one) of the originally executed Warrant.

2. Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name or names as are specified below and deliver said certificate(s) to the address(es) specified below:

3. Please issue a new Warrant or Warrants of equivalent form and tenor for the unexercised portion, if any, of the attached Warrant in the name of the undersigned or in such other name or names as are specified below and deliver said Warrant(s) to the address(es) specified below:

IN WITNESS WHEREOF, the undersigned has executed this Notice as of the date set forth below.

APPENDIX A

TO WARRANT

APPENDIX B

Notice of Exercise—Net Issuance

To: American Electric Technologies, Inc.

1. The undersigned hereby elects to purchase                         shares of Common Stock of American Electric Technologies, Inc. pursuant to the terms of the attached Warrant and tenders herewith payment of the purchase price therefor by surrender of                     shares of Common Stock issuable pursuant to the attached Warrant.

2. Please issue a certificate or certificates representing the shares issuable upon such net exercise election in the name of the undersigned or in such other name or names as are specified below and deliver said certificate(s) to the address(es) specified below.

3. Please issue a new Warrant or Warrants of equivalent form and tenor for the unexercised portion, if any, of the attached Warrant in the name of the undersigned or in such other name or names as are specified below and deliver said Warrant(s) to the address(es) specified below:

4. Please remit any cash in lieu of fractional shares payable in connection with this net exercise election to the undersigned or to such other person as is specified below and deliver said payment to the address specified below:

IN WITNESS WHEREOF, the undersigned has executed this Notice as of the date set forth below.

APPENDIX B

TO WARRANT

Exhibit 10.4

THE WARRANTS REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON ANY EXERCISE HEREOF WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE WARRANTS REPRESENTED HEREBY AND THE COMMON STOCK ISSUABLE UPON ANY EXERCISE HEREOF MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS EITHER (1) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (2) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE.

AMERICAN ELECTRIC TECHNOLOGIES, INC.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

For value received, AMERICAN ELECTRIC TECHNOLOGIES, INC., a Florida corporation (the “ Company ”), hereby certifies that JCH Crenshaw Holdings, LLC, a Texas limited liability company, or its transferees, successors or assigns (each person or entity holding all or part of this Warrant being referred to as a “ Holder ”), is the registered holder of Series A Warrants (the “ Warrants ”) to subscribe for and purchase Two Hundred Thousand (200,000) shares (as may be adjusted as provided herein, the “ Warrant Shares ”) of the fully paid and nonassessable Common Stock (as defined below), at a purchase price per share initially equal to $7.00 and subject to adjustment as provided herein (the “ Warrant Price ”) on or before, 5:00 P.M., Eastern Time, on April [•], 2020 (the “ Expiration Time ”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used in this Warrant, the term “ Business Day ” means any day other than a Saturday or Sunday on which commercial banks located in New York, New York are open for the general transaction of business.

Section 1. Methods of Exercise; Issuance of New Warrant .

(a) Subject to the provisions hereof, the Holder may exercise this Warrant at any time prior to the Expiration Time, in whole or in part and from time to time, by the surrender of this Warrant at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any Business Day, with (i) the Notice of Exercise – Payment in Cash attached hereto as Appendix A duly executed and the payment by the Holder by cash, certified check payable to the Company or wire transfer of immediately available funds to an account designated to the exercising Holder by the Company of an amount equal to the then applicable Warrant Price multiplied by the number of Warrant Shares then being purchased, or (ii) in the event of a cashless exercise pursuant to Section 1(b) below, with the Notice of Exercise – Net Issuance attached hereto as Appendix B duly executed and completed. Effective as of the close of business on the date on which the Holder shall have satisfied in full the Holder’s obligations set forth herein regarding an exercise of this Warrant (the “ Exercise Date ”) ( provided such date is prior to the Expiration Time), the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder of record of the number of Warrant Shares receivable upon such exercise.

(b) In addition to and without limiting the rights of the Holder hereof under the terms of this Warrant, the Holder may elect to receive, without the payment by the Holder of the Warrant Price, Warrant Shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant (or such portion of this Warrant being so exercised) together with the Notice of Exercise – Net Issuance attached hereto as Appendix B duly executed and completed. Thereupon, the Company shall issue to the Holder such number of Warrant Shares, as is computed using the following formula:

X = Y(A-B)

       A

where

X = the number of shares of Common Stock to be issued to the Holder (or such other person or persons as directed by the Holder) upon such exercise of the rights under this Section 1(b).

Y = the total number of shares of Common Stock covered by this Warrant which the Holder has surrendered for cashless exercise (determined as if the Warrant Price were being paid in cash).

A = the Fair Market Value (as defined below) of one share of Common Stock on the date that the Holder delivers the Notice of Exercise – Net Issuance to the Company as provided herein.

B = the Warrant Price in effect under this Warrant on the date that the Holder delivers the Notice of Exercise – Net Issuance to the Company as provided herein.

The “ Fair Market Value ” of one share of Common Stock as of a particular date (the “ Valuation Date ”) shall mean the closing sale price of one share of Common Stock or, if no closing sale price is reported, the last reported sale price of one share of Common Stock on the last trading day prior to the Valuation Date, as reported on the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or the New York Stock Exchange (an “ Approved Market ”). If the Common Stock is not then traded on an Approved Market, the “Fair Market Value” of one share of Common Stock as of the Valuation Date shall mean the closing sale price of one share of Common Stock or, if no closing sale price is reported, the last reported sale price of one share of Common Stock, on the last trading day prior to the Valuation Date as reported on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or quoted. If the Common Stock is not then traded on an Approved Market or listed or quoted on a U.S. national or regional securities exchange, the “Fair Market Value” of one share of Common Stock as of the Valuation Date shall mean the last quoted bid price for one share of Common Stock on the last trading day prior to the Valuation Date as reported in the over-the-counter markets. If the Common Stock is not then traded on an Approved Market or listed or quoted on a U.S. national or regional securities exchange and the bid price on the over-the-counter markets is not available, the “Fair Market Value” of one share of Common Stock as of the Valuation Date shall be determined in good faith by the Board of

2

Directors of the Company (the “ Board ”). The Board shall respond promptly in writing to an inquiry by the Holder prior to the exercise hereunder as to the Fair Market Value of a share of Common Stock. Such determination shall be binding on the Holder unless the Holder objects thereto in writing within 10 Business Days after receipt of such writing. In the event the Company and the Holder cannot agree on the Fair Market Value per share within 10 Business Days after the date of the Holder’s objection, the Fair Market Value per share of Common Stock shall be determined by a disinterested appraiser (which may be a national or regional investment banking firm or national accounting firm) selected by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company. Any determination of Fair Market Value by a disinterested appraiser shall be made within 30 days after the date of selection. A “trading day” is a day during which the trading of securities generally occurs on the Approved Market on which the Common Stock is then listed or, if the Common Stock is not then listed on an Approved Market, on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or quoted, or if the Common Stock is not then listed or quoted on a U.S. national or regional securities exchange, on the over-the-counter market on which the Common Stock is then quoted.

(c) In the event of any exercise of the rights represented by this Warrant, within three Business Days after the Exercise Date at the Company’s expense, the Company shall deliver to the Holder (or such other person or persons as directed by the Holder) (i) certificate(s) for the whole number of shares of Common Stock so purchased, in such name or names as the Holder may designate; (ii) unless this Warrant has been fully exercised, a new Warrant representing the whole number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised in such name or names as the Holder shall designate; and (iii) payment for any fractional shares in accordance with Section 6.

Section 2. Reservation of Shares; Stock Fully Paid; Listing .

(a) The Company shall keep reserved and available a sufficient number of shares of the authorized and unissued shares of Common Stock, free from all taxes, liens, charges and security interests, to provide for the exercise of the rights of purchase represented by this Warrant in compliance with its terms. The transfer agent for the Common Stock (the “ Transfer Agent ”) and every subsequent transfer agent for any shares of the Company’s capital stock issuable upon the exercise of this Warrant will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company will keep a copy of this Warrant on file with the Transfer Agent and with every subsequent transfer agent for any shares of the Company’s capital stock issuable upon the exercise of this Warrant. The Company shall (i) instruct such Transfer Agent to make the appropriate book entries and (ii) requisition from time to time from such Transfer Agent the stock certificates, if any, required to honor outstanding Warrants upon exercise thereof, in each case in accordance with the terms of this Warrant. The Company will furnish such Transfer Agent a copy of all notices of adjustments and certificates related thereto transmitted to each Holder pursuant to Section 3(k) hereof.

(b) The Company covenants that all Warrant Shares which may be issued upon exercise of this Warrant will, upon issuance, be duly and validly authorized and issued, fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and

3

security interests with respect to the issuance thereof. The Company will take no action to increase the par value of the Common Stock to an amount in excess of the Warrant Price, and the Company will not enter into any agreements inconsistent with the rights of the Holder hereunder. The Company will use its reasonable best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations hereunder.

(c) The Company will from time to time use commercially reasonable efforts to ensure that the Warrant Shares, immediately upon their issuance upon the exercise of Warrants, will be listed or authorized for quotation on the principal securities exchange or quotation system within the United States of America, if any, on which the Common Stock is then listed.

Section 3. Adjustments and Distributions . The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

(a) If the Company (i) pays a dividend or otherwise distributes to holders of its Common Stock, as such, shares of its capital stock (whether Common Stock or capital stock of any other class), (ii) subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issues any shares of its capital stock in a reclassification of its outstanding shares of Common Stock (including any such reclassification in connection with a consolidation, merger or other business combination transaction in which the Company is the continuing or surviving corporation), then the number and kind of securities purchasable upon exercise of this Warrant immediately prior thereto will be adjusted so that the Holder thereof will be entitled to receive (A) in the case of a dividend or distribution, the sum of (1) the number of Warrant Shares that, if this Warrant had been exercised immediately prior to such adjustment, such Holder would have received upon such exercise and (2) the number and kind of additional shares of capital stock that such Holder would have been entitled to receive as a result of such dividend or distribution by virtue of its ownership of such Warrant Shares, (B) in the case of a subdivision or combination, the number of Warrant Shares that, if this Warrant had been exercised immediately prior to such adjustment, such Holder would have received upon such exercise, adjusted to give effect to such subdivision or combination as if such Warrant Shares had been subject thereto, or (C) in the case of an issuance in a reclassification, the sum of (1) the number of Warrant Shares that, if this Warrant had been exercised immediately prior to such adjustment, such Holder would have received upon such exercise and retained after giving effect to such reclassification as if such Warrants Shares had been subject thereto and (2) the number and kind of additional shares of capital stock that such Holder would have been entitled to receive as a result of such reclassification as if such Warrant Shares had been subject thereto. An adjustment made pursuant to this Section 3(a), in the case of a dividend or distribution, will be made whenever such dividend or distribution is made and, at such time, will become effective retroactive to the time that is immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and, in the case of a subdivision, combination or reclassification, will become effective immediately after the effective date of such subdivision, combination or reclassification.

4

(b) If the Company issues rights, options or warrants to holders of the outstanding shares of Common Stock, as such, entitling the holders of such rights, options or warrants to subscribe for or purchase shares of Common Stock at a price per share that is lower on the record date mentioned below than the Conversion Price (as defined below) per share of Series A Convertible Preferred Stock, par value $0.001 per share (the “ Series A Convertible Preferred Stock ”), of the Company as of such record date, then the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant will be adjusted to the number that results from multiplying the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior to such adjustment by a fraction (not to be less than one), the numerator of which will be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered by such rights, options or warrants for subscription or purchase and the denominator of which will be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate subscription or purchase price of the total number of shares of Common Stock so offered would purchase at the Conversion Price per share of Series A Convertible Preferred Stock on such record date. Such adjustment will be made whenever such rights, options or warrants are issued and, at such time, will become effective retroactive to the time that is immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants. In case such subscription or purchase price may be paid in a consideration part or all of which is in a form other than cash, the fair value of such consideration will be as determined by the Board, whose determination will be conclusive if based on the financial advice of a U.S. national or regional investment banking firm or national accounting firm. Except as provided in Section 3(f), no further adjustments of the number of Warrant Shares will be made upon the actual issuance of shares of Common Stock upon exercise of such rights, options or warrants. “ Conversion Price ” means the Conversion Price as determined under the Articles of Incorporation of the Company, as amended, restated or supplemented the “ Articles of Incorporation ”); provided , however , that if shares of Series A Convertible Preferred Stock are no longer outstanding at the time of the occurrence of any event that would have required adjustment to such Conversion Price had the shares of Series A Preferred Stock been then outstanding, then “Conversion Price” means the Conversion Price per share of Series A Convertible Preferred Stock that would have been in effect had shares of the Series A Convertible Preferred Stock been outstanding at all times since the initial issuance thereof through the date of the occurrence of such event and all adjustments had been made to the Conversion Price pursuant to the Articles of Incorporation through the date of the occurrence of such event.

(c) If the Company issues shares of Common Stock, securities convertible into or exchangeable for shares of Common Stock or rights, options or warrants entitling the holders of such rights, options or warrants to subscribe for or purchase shares of Common Stock (excluding shares of Common Stock, convertible or exchangeable securities or rights, options or warrants issued in any of the transactions described in Section 3(a) or Section 3(b)) for a purchase price per share of such Common Stock, for a conversion or exchange price per share of Common Stock initially deliverable upon conversion or exchange of such securities, or for a subscription or purchase price per share of Common Stock initially deliverable upon exercise of such rights, options or warrants, that is less than the Conversion Price per share of Series A Convertible Preferred Stock on the date the purchase, conversion, exchange or subscription price

5

of such additional shares of Common Stock are first fixed, then the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant will be adjusted to the number that results from multiplying the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior to such adjustment by a fraction (not to be less than one), the numerator of which will be the number of shares of Common Stock outstanding on such date plus the number of additional shares of Common Stock so issued or issuable upon such conversion, exchange or exercise, and the denominator of which will be the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock which the aggregate purchase, conversion, exchange or subscription price received or receivable by the Company for such additional shares of Common Stock would purchase at the Conversion Price per share of Series A Convertible Preferred Stock on such date prior to any adjustment for such event. Such adjustment will be made and become effective immediately after such shares of Common Stock or convertible or exchangeable securities are issued. In case such purchase, conversion, exchange or subscription price may be paid in a consideration part or all of which is in a form other than cash, the fair value of such consideration will be as determined by the Board, whose determination will be conclusive if based on the financial advice of a U.S. national or regional investment banking firm or national accounting firm. Except as provided in Section 3(f), no further adjustment will be made upon the actual issue of shares of Common Stock upon conversion or exchange of such securities convertible into or exchangeable for shares of Common Stock or upon exercise of rights, options or warrants entitling the holders of such rights, options or warrants to subscribe for or purchase shares of Common Stock.

(d) Whenever the number of Warrant Shares purchasable upon the exercise of this Warrant is adjusted as herein provided, the Warrant Price will be adjusted to the Conversion Price per share of Series A Convertible Preferred Stock as of such date plus $2.00. No adjustment to the Warrant Price pursuant to this Section 3 shall have the effect of increasing the Warrant Price above the Warrant Price in effect immediately prior to such adjustment.

(e) The term (“ Common Stock ”) means (i) the class of shares designated as the Common Stock of the Company as of the date hereof, (ii) all shares of any class or classes (however designated) of the Company, now or hereafter authorized, the holders of which have the right, without limitation as to amount, either to all or to a part of the balance of current dividends and liquidating dividends after the payment of dividends and distributions on any shares entitled to preference, and the holders of which are ordinarily entitled to vote generally in the election of directors of the Company, or (iii) any other class of shares resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to Section 3(a), the Warrants become exercisable to purchase Warrant Shares other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of this Warrant and the Warrant Price payable in respect of such other shares upon the exercise of this Warrant will be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares and the Warrant Price contained in this Section 3.

(f) Upon the expiration of any rights, options, warrants or conversion or exchange privileges for which an adjustment has been made, if none thereof have been exercised, the Warrant Price and the number of Warrant Shares purchasable upon the exercise of this

6

Warrant will, upon such expiration, be readjusted and will thereafter each be such as it would have been had the original adjustment not been required; provided , however , that no such readjustment will have the effect of increasing the Warrant Price or decreasing the number of Warrant Shares purchasable upon the exercise of this Warrant by an amount in excess of the amount of the adjustment initially made in respect of the issuance, sale, or grant of such rights, options, warrants or conversion or exchange privileges.

(g) If any consolidation or merger of the Company with another entity in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another entity, shall be effected, then, as a condition of such consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of this Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of this Warrant, had such consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price and of the number of Warrant Shares) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor entity (if other than the Company) resulting from such consolidation or merger, or the entity purchasing or otherwise acquiring such assets or other appropriate entity shall assume the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 3(g) shall similarly apply to successive consolidations, mergers, sales, transfers or other dispositions.

(h) In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets, the Company, prior to such dissolution, shall deliver or cause to be delivered the stock, securities and assets receivable by the Holder after the effective date of the dissolution pursuant to this Section 3 to the Holder.

(i) The Company will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against dilution or other impairment.

(j) All calculations with respect to the number of Warrant Shares will be made to the nearest one-thousandth of a share and all calculations with respect to the Warrant Price will be to the nearest whole cent. If the Company distributed to holders of its Common Stock, as such, securities of another person, evidences of indebtedness issued by the Company or

7

any other person, assets (excluding cash dividends) of the Company or any other person, or any rights, options or warrants to purchase any of the foregoing (excluding dividends in Section 3(b)), then the Company shall issue or distribute to each Holder the securities, evidences of indebtedness, assets, rights, options or warrants that such Holder would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto. No adjustment in the number of Warrant Shares purchasable upon the exercise of a Warrant will be made on account of (i) any issuance of shares of Common Stock upon the exercise of options, rights or warrants or upon the conversion or exchange of convertible or exchangeable securities, outstanding as of the date hereof, (ii) any issuance of shares of Common Stock, or of options, rights or warrants, or of other securities, pursuant to a share purchase rights plan or any similar plan adopted by the Board, (iii) any issuance of shares of Common Stock, or of options, rights or warrants to purchase, or securities convertible into or exchangeable for, shares of Common Stock, in accordance with any plan for the benefit of the employees or directors of the Company existing as of the date hereof or any other plan hereafter adopted by the Board for the benefit of the employees or directors of the Company or any of its subsidiaries, and (iv) any issuance of shares of Common Stock in connection with a Company-sponsored plan for reinvestment of dividends or interest.

(k) Within three Business Days after each adjustment pursuant to this Section 3, the Company shall deliver a certificate signed by its chief financial officer or executive officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Warrant Price and number of Warrant Shares purchasable hereunder after giving effect to such adjustment.

Section 4. Transfer Taxes . The Company will pay any documentary stamp taxes attributable to the initial issuance of Warrant Shares issuable upon the exercise of the Warrant; provided , however , that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Warrant Shares in a name other than that of the registered holder of this Warrant, and in such case, the Company shall not be required to issue or deliver any certificate for Warrant Shares or any Warrant until the person requesting the same has paid to the Company the amount of such tax or has established to the Company’s reasonable satisfaction that such tax has been paid.

Section 5. Mutilated or Missing Warrants . In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and substitution for and upon cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant mutilated, lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of the Warrant, and with respect to a mutilated, lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if requested by the Company.

Section 6. Fractional Shares . No fractional shares of Common Stock shall be issued in connection with any exercise hereunder, and in lieu of any such fractional shares, the Company shall make a cash payment therefor to the Holder (or such other person or persons as directed by the Holder) based on the Fair Market Value of a share of Common Stock on the date of exercise of this Warrant.

8

Section 7. Compliance with Securities Act and Legends . The Holder, by acceptance hereof, agrees that this Warrant and the Warrant Shares are being acquired for investment. All shares of Common Stock issued upon exercise of this Warrant (unless registered under the Securities Act of 1933, as amended, or transferable without registration pursuant to the terms of such act or the rules and regulations promulgated thereunder) shall be stamped or imprinted with a legend as follows:

THIS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAWS OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Section 8. Rights as Stockholders; Information . Except as expressly provided in this Warrant, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a shareholder of the Company or any right to vote for the election of the directors or upon any matter submitted to shareholders at any meeting thereof, or to receive notice of meetings, until this Warrant shall have been exercised and the Warrant Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein; provided , however , that if, at any time prior to the Expiration Time any of the following events occur:

(a) The Company declares any dividend payable in any securities upon its shares of Common Stock or makes any distribution (other than a regular cash dividend or cash distributions payable out of surplus or net profits legally available therefor) to the holders of its shares of Common Stock;

(b) The Company offers to the holders of its Common Stock any shares of capital stock of the Company or any Subsidiary or securities convertible into or exchangeable for shares of capital stock of the Company or any Subsidiary or any option, right or warrant to subscribe for or purchase any thereof;

(c) The Company distributes to the holders of its Common Stock evidences of indebtedness or assets of the Company or any Subsidiary;

(d) Any reclassification of the Common Stock, any consolidation of the Company with or merger of the Company into another corporation, any sale, transfer or lease to another corporation of all or substantially all the property of the Company, or any proposal of the Company to effect any of the foregoing transactions that has been publicly announced by the Company; or

9

(e) Any proposal by the Company to effect a dissolution, liquidation or winding up of the Company that has been publicly announced by the Company;

then in any one or more of such events the Company will give notice of such event to the Holder, such giving of notice to be completed at least 10 calendar days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution or subscription rights, or for the determination of shareholders entitled to vote on such proposed reclassification, consolidation, merger, sale, transfer or lease, dissolution, liquidation or winding up; provided , however , that no such notice will be required in respect of any of the matters referred to in the last sentence of Section 3(j) unless such matter causes an adjustment of the Conversion Price of the Series A Convertible Preferred Stock of the Company. Such notice will specify such record date or the date of closing the transfer books, as the case may be, for such event.

Section 9. Issuance Limitation . Notwithstanding anything to the contrary contained herein, until the Company obtains the requisite shareholder approval (the “ Approval ”) under NASDAQ Corporate Governance Rule 5635 (the “ Issuance Limitation ”), under no circumstances will the number of shares of Common Stock issued upon any exercise of this Warrant, when aggregated with the number of shares of Common Stock, if any, previously issued upon conversion of the Series A Convertible Preferred Stock, upon prior exercise of this Warrant and upon the exercise of any other warrant issued pursuant to the Securities Purchase Agreement between the Company and JCH Crenshaw Holdings, LLC, dated as of April 13, 2012, exceed 19.99% of the number of shares of Common Stock outstanding immediately prior to the issuance of this Warrant (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction). Immediately after the Approval is obtained, the Issuance Limitation under this Section 9 shall no longer apply. At any time that the Issuance Limitation applies, the number of shares of Common Stock for which this Warrant may be exercised shall be limited to the maximum number of shares of Common Stock that would not require the Approval to have been obtained. The Company shall use its commercially reasonable efforts to obtain the Approval as soon as reasonably practicable after the issuance of this Warrant.

Section 10. Modification and Waiver . This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the Company and the then current Holder, and such change, waiver, discharge or termination shall be binding on all future Holders.

Section 11. Notices . Any notices or other communications required or permitted hereunder shall be in writing and be deemed to have been given if mailed, three Business Days after being deposited in the United States mail, postage prepaid and registered or certified, to the Holder at its address as shown on the books of the Company or to the Company at the address indicated therefor on the signature page of this Warrant. Any party hereto may change its address for purposes of this Section 10 by giving the other party written notice of the new address and it is the obligation of any then current Holder of this Warrant to advise the Company of any changes in its address.

10

Section 12. Descriptive Headings . The descriptive headings contained in this Warrant are inserted for convenience only and do not constitute a part of this Warrant.

Section 13. Governing Law . The validity, interpretation and performance of this Warrant shall be governed by, and construed in accordance with, the laws of the State of Texas applicable to contracts made and to be performed entirely within such State, regardless of the law that might be applied under principles of conflicts of law.

Section 14. Jurisdiction and Venue . The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of the State of Texas and to the jurisdiction of the United States federal courts located within the State of Texas for the purpose of any suit, action or other proceeding arising out of or based upon this Warrant, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Warrant except in the state courts of the State of Texas or the United States federal courts located within the State of Texas, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Warrant or the subject matter hereof may not be enforced in or by such court.

Section 15. Acceptance . Receipt of this Warrant by the Holder hereof shall constitute acceptance of and agreement to the foregoing terms and conditions.

Section 16. Assignment . This Warrant and all rights hereunder (including, without limitation, any registration rights) are not transferable, in whole or in part, unless such transfer or assignment is in compliance with applicable securities laws and, if so requested by the Company, the Company receives an opinion of counsel, in form and substance satisfactory to the Company, stating that such transfer or assignment is in compliance with all applicable securities laws. Subject to previous sentence, upon surrender of this Warrant at the principal office of the Company, together with a written assignment duly executed by the Holder, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned.

Section 17. Successors . All the covenants and provisions of this Warrant by or for the benefit of the Company or any Holder hereof shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section 18. Certain Interpretive Matters . Unless the context otherwise requires, (i) all references to Sections or Appendices are to Sections or Appendices of or to this Warrant, (ii) each term defined in this Warrant has the meaning assigned to it, (iii) “or” is disjunctive but not necessarily exclusive, and (iv) words in the singular include the plural and vice versa . All references to “$” or dollar amounts are to lawful currency of the United States of America.

[Remainder of Page Intentionally Left Blank]

11

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed on its behalf by one of its officers thereunto duly authorized.

SIGNATURE PAGE TO WARRANT

APPENDIX A

Notice of Exercise—Payment in Cash

To: American Electric Technologies, Inc.

1. The undersigned hereby irrevocably elects to purchase                      shares of Common Stock of American Electric Technologies, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, by cash/certified check/wire transfer (circle one) of the originally executed Warrant.

2. Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name or names as are specified below and deliver said certificate(s) to the address(es) specified below:

3. Please issue a new Warrant or Warrants of equivalent form and tenor for the unexercised portion, if any, of the attached Warrant in the name of the undersigned or in such other name or names as are specified below and deliver said Warrant(s) to the address(es) specified below:

IN WITNESS WHEREOF, the undersigned has executed this Notice as of the date set forth below.

APPENDIX A

TO WARRANT

APPENDIX B

Notice of Exercise—Net Issuance

To: American Electric Technologies, Inc.

1. The undersigned hereby elects to purchase                      shares of Common Stock of American Electric Technologies, Inc. pursuant to the terms of the attached Warrant and tenders herewith payment of the purchase price therefor by surrender of                      shares of Common Stock issuable pursuant to the attached Warrant.

2. Please issue a certificate or certificates representing the shares issuable upon such net exercise election in the name of the undersigned or in such other name or names as are specified below and deliver said certificate(s) to the address(es) specified below.

3. Please issue a new Warrant or Warrants of equivalent form and tenor for the unexercised portion, if any, of the attached Warrant in the name of the undersigned or in such other name or names as are specified below and deliver said Warrant(s) to the address(es) specified below:

4. Please remit any cash in lieu of fractional shares payable in connection with this net exercise election to the undersigned or to such other person as is specified below and deliver said payment to the address specified below:

IN WITNESS WHEREOF, the undersigned has executed this Notice as of the date set forth below.

APPENDIX B

TO WARRANT

Exhibit 10.5

INVESTOR’S RIGHTS AGREEMENT

This INVESTOR’S RIGHTS AGREEMENT (this “ Agreement ”) dated as of March [ Ÿ ], 2012 (the “ Effective Date ”), is entered into by and between American Electric Technologies, Inc., a Florida corporation (the “ Company ”), and JCH Crenshaw Holdings, LLC, a Texas limited liability company (“ Investor ”). Investor together with the Company shall collectively be referred to as the “ Parties ” and each individually as a “ Party .”

RECITALS:

A . Contemporaneously with the execution and delivery of this Agreement, the Company and Investor will execute and deliver a Securities Purchase Agreement (the “ Purchase Agreement ”) pursuant to which the Company is issuing and selling to Investor and Investor is purchasing from the Company (i) 1,000,000 shares of Series A Convertible Preferred Stock of the Company, par value $.001 per share (the “ Series A Preferred Stock ”) and (ii) warrants (the “ Warrants ”) to purchase 325,000 shares of common stock of the Company, par value $.001 per share (the “ Common Stock ”) on the terms contained therein.

B . A condition to Investor’s obligations under the Purchase Agreement is that the Company and Investor enter into this Agreement in order to provide Investor with (i) certain rights to receive certain information from the Company, (ii) preemptive rights, (iii) a tag along right, (iv) rights to designate a member of the Board of Directors of the Company and (v) certain other rights as set forth in this Agreement.

AGREEMENT:

NOW , THEREFORE , in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the Parties hereto agree as follows.

1. Definitions. For purposes of this Agreement:

“ Affiliate ” of a Person means any Person that directly or indirectly through one or more intermediaries controls or is controlled by, or is under common control with, such other Person. For purposes of this definition, the term “ control ” (including the terms “ controlling ,” “ controlled by ” and “ under common control with ”) means the possession, direct or indirect, of the power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Agreement ” has the meaning set forth in the introductory paragraph of this Agreement.

“ Articles of Incorporation ” means the Articles of Incorporation of the Company as may be amended or restated from time to time.

“ Board ” or “ Board of Directors ” means the Board of Directors of the Company.

“ Business Day ” means any day except a Saturday, Sunday or other day on which banking institutions in Houston, Texas are authorized by law to close.

“ Bylaws ” means the bylaws of the Company as in effect immediately prior to the Effective Date.

“ Common Stock ” has the meaning set forth in the Recitals.

“ Company ” has the meaning set forth in the introductory paragraph of this Agreement.

“ Convertible Securities ” means any capital stock, warrants, rights, calls, options, debt or other securities exchangeable or exercisable for or convertible into Common Stock which, with or without payment of additional consideration, either immediately or upon a specified date or the happening of a specified event.

“ Effective Date ” has the meaning set forth in the introductory paragraph of this Agreement.

“ Equity Securities ” has the meaning set forth in Section 4.1 .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Investor ” has the meaning set forth in the introductory paragraph of this Agreement.

“ Party ” and “ Parties ” has the meaning set forth in the introductory paragraph of this Agreement.

“ Person ” means an individual, corporation, general partnership, limited partnership, limited liability company, association, joint stock company, trust or trustee thereof, estate or executor thereof, tribunal, or any other legally recognizable entity.

“ Preferred Director ” has the meaning set forth in Section 5.1 .

“ Purchase Agreement ” has the meaning set forth in the Recitals.

“ Rule 144A ” means Rule 144A under the Securities Act, as such rule may be amended from time to time, or any successor rule that may be promulgated by the SEC.

“ SEC ” means the Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Selling Shareholder ” has the meaning set forth in Section 3.1 .

“ Series A Preferred Stock ” has the meaning set forth in the Recitals.

“ Tag-Along Notice ” has the meaning set forth in Section 3.1 .

“ Tag Exercise Period ” has the meaning set forth in Section 3.2(a) .

2

“ Transfer ” means any issuance, sale, assignment, transfer, conveyance, gift, pledge, distribution, hypothecation or other encumbrance or any other disposition, whether voluntary, involuntary or by operation of law, and whether effected directly or indirectly.

“ Warrants ” has the meaning set forth in the Recitals.

3.1 Tag Notice . In the event Charles Dauber, Arthur Dauber and/or any of their respective Affiliate(s) proposes to Transfer any shares of Common Stock and/or Convertible Securities (not including Transfers made pursuant to a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act) that collectively represent more than 1% of the issued and outstanding shares of Common Stock of the Company (such Person or Persons proposing to make a Transfer, the “ Selling Shareholder ”), the Company shall promptly provide notice thereof to Investor (such notice is referred to herein as the “ Tag-Along Notice ”) disclosing in reasonable detail the identity of the prospective transferee(s), the number of shares of Common Stock to be Transferred, the price per share to be paid for such Common Stock in such Transfer and the other terms and conditions of the Transfer.

3.2 Mechanics of Tag-Along .

(a) Upon delivery of a Tag-Along Notice, Investor will have the right (but not the obligation), exercisable at any time within 20 days (the “ Tag Exercise Period ”) from the date on which the Tag-Along Notice was given, to participate in the contemplated Transfer and sell shares of Common Stock (on an as-converted basis) on the terms set forth herein.

(b) If Investor elects to participate in such Transfer, Investor will be entitled to sell in the contemplated Transfer, at the price per share of Common Stock offered by the prospective transferee to the Selling Shareholder and otherwise on the same terms and conditions as the Selling Shareholder, the number of shares of Common Stock determined by multiplying (i) the number of shares of Common Stock to be sold by the Selling Shareholder in the contemplated Transfer by (ii) a fraction, (A) the numerator of which is the number of shares of Common Stock held by Investor (on an as-converted basis), and (B) the denominator of which is the sum of (1) the number of shares of Common Stock held by Investor (on an as-converted basis) and (2) the number of shares of Common Stock held by the Selling Shareholder (on an as-converted basis) (and, if and to the extent Investor shall exercise such right, then the number of shares of Common Stock to be sold by the Selling Shareholder in such transaction shall be correspondingly reduced).

3

(c) If Investor has not elected to participate in the contemplated Transfer (through notice to such effect or expiration of the 15-day period after delivery of the Tag-Along Notice), then the Selling Shareholder may Transfer the Common Stock specified in the Tag-Along Notice at a price and on terms not materially more favorable to the Selling Shareholder than specified in the Tag-Along Notice during the 90-day period immediately following the date that the Tag-Along Notice was given. Any Selling Shareholder’s Common Stock not Transferred within such 90-day period shall be subject to the provisions of this Section 3 upon subsequent Transfer.

(d) The Selling Shareholder shall use its reasonable best efforts to obtain the agreement of the prospective transferee(s) to the participation of Investor in any contemplated Transfer for which Investor has elected to participate, and no Selling Shareholder shall Transfer any of its Common Stock to any prospective transferee unless concurrently with such Transfer, the prospective transferee(s) purchases from Investor the shares of Common Stock (on an as-converted basis) which Investor is entitled to sell, and has requested to be sold, to such prospective transferee(s) pursuant to this Section 3 . To the extent Investor has elected to participate in any contemplated Transfer and Investor participates in such Transfer, directly or indirectly, Investor shall bear its pro rata portion (based on the number of shares of Common Stock transferred by it in such Transfer relative to the total number of shares of Common Stock transferred in such Transfer) of the expenses incurred in connection with such Transfer to the extent such expenses are incurred for the benefit of both the Selling Shareholder and Investor.

3.3 Termination of Right . The rights set forth in this Section 3 shall terminate if the Series A Preferred Stock owned by Investor represent, on an as converted basis, less than 5% of the Company’s outstanding common stock.

4.1 Right . From and after the Effective Date, at any time the Company makes any public or nonpublic offering or sale of any equity securities or Convertible Securities of the Company (“ Equity Securities ”), Investor shall be afforded the opportunity to acquire from the Company for the same price and on the same terms as such securities are proposed to be offered to others, Equity Securities of the same type in the aggregate amount required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company and/or its subsidiaries immediately prior to any such issuance of Equity Securities. Notwithstanding the foregoing, the term “Equity Securities” shall not include any issuances made: (a) to employees, officers, directors, consultants and advisors of the Company pursuant to any incentive plan, stock purchase plan, agreement or other arrangement duly adopted by the Company and approved by the compensation committee of the Board; (b) upon exercise of the Warrants; (c) upon issuance or conversion of the Series A Preferred Stock; (c) in connection with a merger, acquisition, asset acquisition, lease, joint venture or similar acquisitive transaction approved by the Board; and (d) for services to financial institutions in connection with investment banking, commercial credit transactions, equipment financing or similar transactions approved by the Board. The amount of Equity Securities that Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (i) the total number or principal amount of such offered Equity Securities by (ii) a fraction, (x) the numerator of which is the number of shares of Common Stock held by Investor (determined on an as converted basis), and (y) the denominator of which is the number of shares of Common Stock then outstanding (determined on an as converted basis with respect to the Investor’s holdings).

4

4.2 Notice . In the event the Company proposes to offer or sell Equity Securities, it shall give Investor written notice of its intention, describing the price (or range of prices), anticipated type and amount of securities, timing and other terms upon which the Company proposes to offer the same (including, in the case of a registered public offering and to the extent possible, a copy of the prospectus included in the registration statement filed with respect to such offering), no later than ten Business Days, as the case may be, after the initial filing of a registration statement with the SEC with respect to an underwritten public offering, after the commencement of marketing with respect to a Rule 144A offering or after the Company proposes to pursue any other offering. Investor shall have 15 Business Days from the date such a notice is given to notify the Company in writing that it intends to exercise its rights provided in this Section 4 and as to the amount of Equity Securities Investor desires to purchase, up to the maximum amount calculated pursuant to Section 4.1 .

4.3 Purchase Mechanism . If Investor exercises its rights provided in this Section 4 , the closing of the purchase of the Equity Securities with respect to which such right has been exercised shall take place within 30 days after the giving of notice of such exercise, which period of time shall be extended for a maximum of three months at the election of Investor in order to comply with applicable laws and regulations (including receipt of any applicable regulatory or shareholder approvals). The Company agrees to use its reasonable commercial efforts to secure any regulatory or shareholder approvals or other consents, and to comply with any law or regulation necessary in connection with the offer, sale and purchase of, such Equity Securities.

4.4 Failure of Purchase . In the event Investor does not exercise the rights provided in this Section 4 within the 15-Business Day period or, if so exercised, Investor is unable to consummate such purchase within the time period specified in Section 4.3, the Company shall thereafter be entitled (during the period of 90 days following the conclusion of the applicable period) to sell or enter into an agreement (pursuant to which the sale of the Equity Securities covered thereby shall be consummated, if at all, within 90 days from the date of said agreement) to sell the Equity Securities not elected to be purchased pursuant to this Section 4.4 , at a price and upon terms, taken together in the aggregate, no more favorable to the purchasers of such securities than were specified in the Company’s notice to Investor. In the event the Company has not sold the Equity Securities or entered into an agreement to sell the Equity Securities within such 90-day period (or sold and issued Equity Securities in accordance with the foregoing within 90 days from the date of said agreement), the Company shall not thereafter offer, issue or sell such Equity Securities without first offering such securities to Investor in the manner provided above.

4.5 Termination of Right . The rights set forth in this Section 4 shall terminate if the Series A Preferred Stock owned by Investor represent, on an as converted basis, less than 5% of the Company’s outstanding common stock.

5

5.1 Board Representation . So long as the shares of Series A Preferred Stock on an as converted to Common Stock basis represent 5% or more of the Corporation’s outstanding Common Stock, holders of the Series A Preferred Stock (which initially shall be Investor) shall be entitled to elect one member of the Board (and to fill any vacancy with respect thereto). The director elected under this Section 5.1 is referred to as a “Preferred Director”. On or as promptly as possible after the Effective Date, the Company shall cause the Board to take or cause to be taken such corporate action as shall be necessary to increase the size of the Board to permit the election of the Preferred Director. The initial Preferred Director shall be Casey Crenshaw.

5.2 Vacancies . Any vacancy, whether resulting from the resignation, retirement, removal from office or other cause, of the Preferred Director shall be filled with a replacement Preferred Director designated by the holders of Series A Preferred Stock (which initially shall be Investor).

5.3 Committees . The Company shall, to the extent permitted by applicable laws, rules and regulations (including any requirements under the Exchange Act or the rules of Nasdaq or any other applicable securities exchange or automated inter-dealer quotation system on which the Common Stock is then listed or quoted), cause each committee of the Board to include as a member the Preferred Director, in each case as appropriate and to the extent requested by the Preferred Director.

5.4 Expenses . The Preferred Director shall be entitled to reimbursement of expenses pursuant to his or her service on the Board and committees thereof on the same basis as the Company provides such reimbursement to the other members of its Board who are not officers or employees of the Company.

5.5 Directors and Officers Insurance . The Company shall add Preferred Director as a beneficiary to the Company’s directors’ and officers’ liability insurance policy effective from the Effective Date and shall provide all other contractual or insurance director liability or indemnification coverages provided to other members of the Board.

6.1 Articles of Incorporation and Bylaws . The Company shall take or cause to be taken all lawful action necessary or appropriate to ensure that at all times the Articles of Incorporation and the Bylaws and the corresponding constituent documents of the Company’s subsidiaries contain provisions consistent with the terms of this Agreement and do not contain any provisions inconsistent therewith or which would in any way nullify or impair the terms of this Agreement or the rights provided hereunder to any of the Parties hereto.

6.2 Notices . Any notices or other communications required or permitted hereunder shall be in writing and be deemed to have been given if mailed, three business days after being deposited in the United States mail, postage prepaid and registered or certified, to the address of such Party stated below:

6

To the Company:

American Electric Technologies, Inc.

6410 Long Drive

Houston, Texas 77087

Attn: Frances Powell Hawes

With a copy (which shall not constitute notice) to:

Joel Bernstein, Esq.

2666 Tigertail Avenue, Suite 104

Miami, Florida 33133

To Investor:

JCH Crenshaw Holdings, LLC

470 Orleans St., 7 ^th Floor

Beaumont, Texas 77701

Attention: Casey Crenshaw

With a copy (which shall not constitute notice) to:

Thompson & Knight, LLP

Attention: Jerry L. Metcalf

333 Clay Street, Suite 3300

Houston, Texas 77002

6.4 Specific Performance . Each Party acknowledges and agrees that the other Parties would be irreparably damaged if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Accordingly, each Party agrees that the other Parties will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to specifically enforce this Agreement and its terms and provisions in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties in addition to any other remedy to which they may be entitled, at law or in equity.

6.5 GOVERNING LAW; FORUM SELECTION; CONSENT TO JURISDICTION AND SERVICE . THIS AGREEMENT AND THE TRANSACTION DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS. IN ANY ACTION OR PROCEEDING BETWEEN INVESTOR AND THE COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OF THE TRANSACTION DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED THEREIN, EACH OF INVESTOR AND THE COMPANY (A) IRREVOCABLY AND UNCONDITIONALLY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF AND THE LAYING OF VENUE IN ANY FEDERAL COURT LOCATED IN THE SOUTHERN DISTRICT OF TEXAS (HOUSTON DIVISION) OR ANY STATE COURT IN HARRIS COUNTY, TEXAS; (B) AGREES THAT ALL

7

CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED EXCLUSIVELY IN ACCORDANCE WITH CLAUSE (A) OF THIS SECTION 6.5 ; (C) WAIVES ANY OBJECTION TO THE LAYING OF VENUE IN ANY SUCH ACTION OR PROCEEDING IN SUCH COURTS; (D) WAIVES ANY OBJECTION THAT SUCH COURTS ARE AN INCONVENIENT FORUM OR DO NOT HAVE JURISDICTION OVER ANY PARTY; AND (E) AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY IN ANY SUCH ACTION OR PROCEEDING SHALL BE EFFECTIVE IF SUCH PROCESS IS GIVEN AS A NOTICE IN ACCORDANCE WITH SECTION 6.2 .

6.6 WAIVER OF RIGHT TO TRIAL BY JURY . INVESTOR AND THE COMPANY EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT, OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM IN RESPECT TO THIS AGREEMENT. INVESTOR AND THE COMPANY EACH AGREE THAT THE OTHER MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

6.7 Entire Agreement . This Agreement and each of the other Transaction Documents (as defined in the Purchase Agreement) constitute the entire agreement and understanding of the Parties in respect of its subject matters and supersedes all prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

6.8 Confidentiality . Except as required by law, Investor agrees that it will keep confidential and will not use or disclose or divulge any confidential, proprietary or secret information which such Investor may obtain from the Company pursuant to financial statements, reports and other materials provided or made available to Investor pursuant to this Agreement or otherwise, unless such information is known by, or until such information becomes available to, the public other than as a result of a breach or violation hereof by Investor; provided, however, that Investor may disclose such information (a) to its attorneys, accountants, consultants and other professionals to the extent necessary to obtain their services in connection with its investment in the Company and who are informed by Investor in advance of the confidential nature of such information and who agree to comply with the use and confidentiality obligations contained in this agreement as if they are a party hereto and are under a legal obligation to comply with the restrictions set forth herein, (b) to any Affiliate of Investor or to a current or former member, manager, officer, representative, agent, employee, member or beneficiary of Investor who is informed by Investor in advance of the confidential nature of such information and who agrees to comply with the use and confidentiality obligations contained in this agreement as if they are a party hereto and are under a legal obligation to comply with the restrictions set forth herein, and (c) as is required to be disclosed by order of a court of competent jurisdiction, administrative body or governmental body, or by subpoena, summons or legal process, or by law, rule or regulation; provided, further, however, that if Investor becomes so compelled to disclose such information, then Investor will provide the Company with prompt notice thereof and cooperate with the Company at the Company’s expense, to the extent the Company reasonably requests, so that the Company may seek a protective order or other appropriate remedy.

8

6.10 Third Parties . Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties and their successors and assigns, any rights or remedies under or by reason of this Agreement.

6.11 Further Assurances . All Parties agree to take such actions and execute and deliver such other documents or agreements as may be necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby and thereby.

6.12 Remedies . The Parties shall have all remedies for breach of this Agreement available to them as provided by law or equity. Without limiting the generality of the foregoing, the Parties agree that in addition to any other rights and remedies available at law or in equity, the Parties shall be entitled to obtain specific performance of the obligations of each Party and immediate injunctive relief and that, in the event any action or proceeding is brought in equity or to enforce the same, no Party will urge, as a defense, that there is an adequate remedy at law. No single or partial assertion or exercise of any right, power or remedy of a Party shall preclude any other or further assertion or exercise thereof.

6.13 Transfer; Successors and Assigns . The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any Party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.14 Counterparts; Facsimile . 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. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more Parties to this Agreement, and an executed copy of this Agreement may be delivered by one or more Parties to this Agreement by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such Party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any Party to this Agreement, all Parties to this Agreement agree to execute an original of this Agreement as well as any facsimile, telecopy or other reproduction of this Agreement.

6.15 Titles and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

6.16 Fees and Expenses . All expenses incurred in connection with this Agreement shall be paid by the Party incurring such expenses.

9

6.17 Attorney’s Fees . If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing Party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such Party may be entitled.

6.18 Amendments and Waivers . Any term of this Agreement may be amended or waived subsequent to the execution hereof only upon the mutual written consent of the Company and Investor. Any amendment or waiver effected in accordance with this Section 6.16 shall be binding upon Investor and each transferee of the shares of Series A Preferred Stock and/or the underlying securities of such Series A Preferred Stock, each future holder of all such securities and the Company.

6.19 Severability . Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is deemed to be so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

[remainder of page intentionally left blank]

10

IN WITNESS WHEREOF, the Parties have executed the Investor’s Rights Agreement as of the date first above written.

SIGNATURE PAGE – INVESTOR’S RIGHTS AGREEMENT

Exhibit 10.6

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “ Agreement ”), dated as of March [•] , 2012, is entered into by and between American Electric Technologies, Inc., a Florida corporation (the “ Company ”), and JCH Crenshaw Holdings, LLC, a Texas limited liability company (“ Investor ”).

RECITALS

WHEREAS, pursuant to that certain Securities Purchase Agreement by and between the Company and Investor executed on March [•] , 2012 (the “ Purchase Agreement ”), Investor will purchase from the Company (i) 250,000 shares of Series A Convertible Preferred Stock, par value $0.001 per share (the “ Series A Preferred ”), and (ii) warrants (the “ Warrants ”) to purchase 325,000 shares of Common Stock, par value $0.001 per share (the “ Common Stock ”), on the terms contained therein.

WHEREAS, as a condition to Investor’s obligation to consummate the transactions contemplated by the Purchase Agreement, the Company has agreed to grant certain registration rights with respect to their Registrable Securities (as defined below) as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions.

For purposes of this Agreement, the terms set forth below shall have the respective meanings assigned to them in this Section 1. All capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the Purchase Agreement.

“ Registrable Securities ” shall mean (i) the shares of Common Stock issuable upon conversion of the Series A Preferred, (ii) the shares of Common Stock issuable upon exercise(s) of the Warrants and (iii) any securities issued or issuable with respect to the securities described in clauses (i) and (ii) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization; provided, however , that as to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (x) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement or (y) such securities shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Act.

“ Stockholders ” shall mean any Person that holds Registrable Securities.

Section 2. Demand Registration Rights .

2.1 The Company hereby grants to the Stockholders, and to each of them, the right to require the Company to use its best efforts to cause the registration for sale in a public offering of all or a portion of the Stockholders’ Registrable Securities in

accordance with this Section 2; provided, however , that the Company shall not have any obligation to effect more than a total of one (1) effective registration pursuant to this Section 2. If the Company shall have received a written request submitted by one or more Stockholders owning at least a majority of the Registrable Securities outstanding (assuming for purposes of such calculation the conversion of all Series A Preferred and exercise of all Warrants in each case then constituting Registrable Securities) at the time of such request (the “ Requisite Holders ”) that such Stockholders desire to have the Company register Registrable Securities for sale and specifying the number of Registrable Securities proposed to be sold (for the purposes of this Section 2, together with the Registrable Securities referred to in subsection 2.1.2 below, “ Covered Securities ”), which request shall in no event cover less than 25% of the Registrable Securities (assuming for purposes of such calculation the conversion of all Series A Preferred and exercise of all Warrants in each case then constituting Registrable Securities), and the proposed plan for distribution of the Covered Securities, the Company will:

2.1.1 Give prompt (but in any event within fifteen (15) days after the receipt of the Requisite Holders’ notice) notice to all other Stockholders of such request and of such other Stockholders’ rights to have their Registrable Securities included in such registration.

2.1.2 Upon the request of any such Stockholder made within fifteen (15) days after the receipt by such Stockholder of the notice given pursuant to subsection 2.1.1 (which request shall specify the Registrable Securities intended to be included in such registration by such Stockholder and the intended method or methods of disposition thereof), the Company will use its reasonable best efforts to effect the registration of all Covered Securities which the Company has been so requested to register pursuant to this Section 2.1.

2.1.3 Prepare and file as soon as practicable, but in no event later than thirty (30) days from the Company’s receipt of the last Stockholder’s request to have such Stockholder’s Registrable Securities included in such registration within the time period specified in Section 2.1.2, a registration statement under the Securities Act (inclusive of the Prospectus included therein, all supplements and amendments thereto, and all exhibits and materials incorporated by reference therein, a “ Registration Statement ”) with the Securities and Exchange Commission (“ Commission ”) on Form S-1 (or Form S-3, if the Company is entitled to use such form, or other appropriate forms available for use by the Company) and use its reasonable best efforts to cause such Registration Statement to become effective in order that the Stockholders may sell the Covered Securities in accordance with the proposed plan of distribution.

2.1.4 Prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith including any preliminary prospectus or supplemental or amended prospectus (a “ Prospectus ”) as may be necessary to keep such Registration Statement continuously effective and to comply with the provisions of the

2

Securities Act with respect to the offer of the Covered Securities during the period required for distribution of the Covered Securities, which period shall not be in excess of the earlier of (i) two years from the effective date of such Registration Statement and (ii) the sale or other disposition of all Covered Securities covered by such Registration Statement.

2.1.5 Furnish to each Stockholder such number of copies of the Prospectus (including any preliminary prospectus or supplemental or amended prospectus) as such Stockholder may reasonably request in order to facilitate the sale and distribution of the Covered Securities.

2.1.6 Notwithstanding the foregoing, if the Company shall furnish to each Stockholder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed and it is therefore essential to defer the filing of such Registration Statement, the Company shall have the right to defer such filing for a period of not more than sixty (60) days after receipt of the request of the Stockholder; provided , however , that the Company may not utilize this right with respect to a request under Section 2 more than once in any twelve (12) month period.

2.2 The right of each Stockholder to require the Company to register Covered Securities pursuant to the provisions of this Section 2 shall be subject to the condition that if a request for registration is made within sixty (60) days prior to the conclusion of the Company’s then current fiscal year, the Company shall have the right to delay the filing of the Registration Statement until the Company files with the Commission its audited financial statements for such fiscal year.

2.3 If the Requisite Holders intend to distribute the Registrable Securities covered by the notice pursuant to Section 2.1 by means of an underwriting, the Requisite Holders shall so advise the Company as a part of the notice made pursuant to Section 2.1 and provide the name of the managing underwriter or underwriters that the Requisite Holders propose to engage in connection with the proposed public offering. If the managing underwriter of such underwritten offering shall inform the Company and the Stockholders requesting that their Covered Securities be registered pursuant to this Section 2 by letter of its belief that the amount of Covered Securities requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering within a price range acceptable to the Requisite Holders, then the Company will include in such registration such amount of Covered Securities which the Company is so advised can be sold in (or during the time of) such offering pro rata on the basis of the amount of such Covered Securities so proposed to be sold and so requested to be included by the respective Stockholders.

2.4 A registration shall not be deemed to have been effected (i) unless it has become effective and remained effective for the period specified in subsection 2.1.4, (ii) if, after it has become effective, such registration is terminated by a stop order,

3

injunction or other order of the Commission or other governmental agency or court, or (iii) if the conditions to closing specified in any purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied for any reason, other than as a result of the voluntary termination of such offering by the Requisite Holders or any failure by the Requisite Holders to satisfy or perform the conditions or covenants on their part to be satisfied or performed.

Section 3. Piggy-Back Registration Rights .

3.1 If the Company proposes to file, on its own behalf or on behalf of any holder of Common Stock or other securities of the Company, a Registration Statement under the Securities Act on Form S-1 or S-3 or similar forms available for use by the Company, other than pursuant to Section 2 of this Agreement or on Form S-8 in connection with a dividend reinvestment, employee stock purchase or employee stock option plan or similar plan or on Form S-4 in connection with a merger, consolidation or reorganization, the Company shall give written notice to each Stockholder at least ten (10) days before the filing with the Commission of such Registration Statement. Such notice shall offer to include in such filing all or a portion of the Registrable Securities owned by each Stockholder. If a Stockholder desires to include all or a portion of its Registrable Securities in such Registration Statement, it shall give written notice to the Company within three (3) business days after the date of mailing of such offer specifying the amount of Registrable Securities to be registered (for purposes of this Section 3, “ Covered Securities ”). The Company shall thereupon include in such filing the Covered Securities, subject to priorities in registration set forth in this Agreement, and subject to its right to withdraw such filing, and shall use its reasonable best efforts to effect the registration under the Securities Act of the Covered Securities.

3.2 The right of a Stockholder to have Covered Securities included in any Registration Statement in accordance with the provisions of this Section 3 shall be subject to the following conditions:

3.2.1 The Company shall have the right to require that the Stockholder agree to refrain from offering or selling any shares of Common Stock that it owns which are not included in any such Registration Statement filed on the Company’s behalf in accordance with this Section 3 for any reasonable time period, not to exceed ninety (90) days, as may be specified by any managing underwriter of the offering to which such Registration Statement relates.

3.2.2 If (i) a registration pursuant to this Section 3 involves an underwritten offering of the securities being registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and the Stockholders who have requested that their Covered Securities be registered pursuant to this Section 3 by letter of its belief that the amount of Covered Securities requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering within a price

4

range acceptable to the Company or the requesting Stockholders holding a majority of the Covered Securities, then the Company will include in such registration such amount of securities which the Company is so advised can be sold in (or during the time of) such offering as follows: (A) if the Registration Statement was filed by the Company on its own behalf, first , the securities being offered by the Company for its own account; second , the Covered Securities of the Stockholders which are requested to be included in such registration pro rata on the basis of the amount of such Covered Securities so proposed to be sold and so requested to be included by such Stockholders; and third , the securities of the Company, if any, proposed to be included in the registration by any other holders of the Company’s securities (whether or not such holders have contractual rights to include such securities in the registration); and (B) if the Registration Statement was filed by the Company on behalf of a Person other than the Company, first , the securities of the Company being offered by the Person requesting such registration; second , the Covered Securities of the Stockholders which are requested to be included in such registration pro rata on the basis of the amount of such Covered Securities so proposed to be sold and so requested to be included by such Stockholders; third , the securities of the Company, if any, that the Company proposes to offer for its own account; and fourth , the securities of the Company, if any, proposed to be included in the registration by any other holders of the Company’s securities (whether or not such holders have contractual rights to include such securities in the registration).

3.2.3 The Company shall furnish each Stockholder with such number of copies of the Prospectus as such Stockholder may reasonably request in order to facilitate the sale and distribution of its Covered Securities.

3.3 Notwithstanding the foregoing, the Company in its sole discretion may determine not to file the Registration Statement or proceed with the offering as to which the notice specified in Section 3.1 is given, without liability to the Stockholders.

Section 4. Participation in Underwritten Registrations.  A Stockholder may not participate in any registration hereunder which relates to an underwritten offering unless such Stockholder (a) agrees to sell its Registrable Securities included in such registration on the basis provided in any underwriting arrangements approved by the holders of at least a majority of the Registrable Securities to be included in such registration, or by a Person appointed by such holders to act on their behalf to approve such arrangements, and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, provided, however , that no Stockholder shall be required to make any representations or warranties to, or agreements with, the Company or any underwriters other than such representations, warranties or agreements as are customary and reasonably requested by the underwriters.

Section 5. No Contravening Agreements . From and after the date of this Agreement, the Company will not, without the prior written consent of Stockholders holding at least a majority of the Registrable Securities then outstanding (assuming for purposes of such calculation the conversion of all Series A Preferred and the exercise of all Warrants in each case

5

then constituting Registrable Securities), enter into any agreement with respect to its securities that violates or is detrimental to the rights granted to the Stockholders in this Agreement. The foregoing shall not restrict or prevent the Company from entering into any other agreement with any party pertaining to the registration by the Company of such party’s Common Stock, provided, however, that no such agreement shall grant to any Person registration rights that are superior or preferential to the rights granted to the Stockholders hereunder or that would otherwise frustrate the purposes of this Agreement. The Company represents and warrants to the Stockholders that, as of the date hereof, the Company is not a party to any agreement, other than this Agreement, pertaining to the registration by the Company of Common Stock or any security convertible into or exchangeable for Common Stock.

Section 6. Expenses.  The Company shall bear all the fees and expenses in connection with any registration under this Agreement, other than commissions and discounts of brokers, dealers and underwriters. Such fees and expenses will include, without limitation, (i) all registration and filing fees (including without limitation fees and expenses (x) with respect to filings required to be made with The Financial Industry Regulatory Authority, Inc. or any successor thereto and (y) of compliance with securities or blue sky laws (including without limitation reasonable fees and disbursements of counsel for the underwriters and selling Stockholders in connection with qualifications of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the managing underwriter or underwriters, if any, or the selling Stockholder may designate)), (ii) printing expenses (including without limitation the expenses of printing certificates for securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses if the printing of Prospectuses is requested by any selling Stockholder), (ii) messenger, telephone an delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) fees and disbursements of one counsel for all selling Stockholders (which counsel will be selected by Stockholders holding a majority of the securities sought to be included in the Registration Statement), (vi) fees and disbursements of all independent certified public accountants (including the expenses of any special audit and comfort letters required by or incident to such performance), and (vii) fees and expenses of all other Persons retained by the Company. Notwithstanding anything to the contrary herein contained, each selling Stockholder may have its own separate counsel (in addition to the one counsel for all selling Stockholders) in connection with the registration of any of its Registrable Securities, which counsel may participate therein to the full extent provided herein; provided that all fees and expenses of such separate counsel will by paid for by such selling Stockholder.

Section 7. Recall of Prospectuses, etc.  With respect to a Registration Statement or amendment thereto filed pursuant to this Agreement, if, at any time, the Company notifies the Stockholders that an amendment to such Registration Statement or an amendment or supplement to the Prospectus included therein is necessary or appropriate, the Stockholders will forthwith cease selling and distributing Registrable Securities thereunder and will, upon the Company’s request, forthwith redeliver to the Company all copies of such Registration Statement and Prospectuses then in its possession or under its control. The Company will use its best efforts to cause any such amendment or supplement to become effective as soon as practicable and will furnish the Stockholders with a reasonable number of copies of such amended or supplemented Prospectus (and the period during which the Company is required to use its best efforts to maintain such Registration Statement in effect pursuant to this Agreement will be increased by a

6

number of days equal to the number of days in the period from the date on which the Stockholders were required to cease selling and distributing Registrable Securities thereunder to the date on which the Company delivers copies of such effective amendment or supplement to the Stockholders).

Section 8. Cooperation.  The Company shall be entitled to require the Stockholders to cooperate with the Company in connection with a registration of Registrable Securities pursuant to this Agreement and each Stockholder will furnish (i) such information concerning such Stockholder as may be required by the Company or the Commission in connection therewith and (ii) such representations, undertakings and agreements as may be required by the Commission in connection therewith.

Section 9. Registration Procedures.  Upon the receipt of a request for registration of any Registrable Securities pursuant to Section 2 or Section 3 of this Agreement, the Company will use its best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company will as expeditiously as possible:

9.1.1 Prepare and file with the Commission a Registration Statement on an appropriate form under the Securities Act and use its best efforts to cause such Registration Statement to become effective at the earliest practicable date; provided, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of any Registration Statement, the Company will promptly furnish to the holders of Registrable Securities to be registered pursuant to this Agreement (the “ Registered Holders ”) and the underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the review of the Registered Holders and the underwriters, and the Company will not file any Registration Statement or amendment thereto, or any Prospectus or any supplement thereto (including such documents incorporated by reference) to which the Registered Holders or the underwriters, if any, shall reasonably object in light of the requirements of the Securities Act and any other applicable laws and regulations.

9.1.2 Prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period; cause the related Prospectus to be filed pursuant to Rule 424(b) (or any successor provision) under the Securities Act; cause such Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424(b) (or any successor provision) under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended methods of disposition set forth in such Registration Statement or Prospectus or supplement to such Prospectus.

7

9.1.3 Notify the Registered Holders and the managing underwriters, if any, promptly, and (if requested by any such Person) confirm such advice in writing, (i) when a Prospectus or any supplement to a Prospectus or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceeding for that purpose, (iv) if at any time the representations and warranties of the Company contemplated by subsection 9.1.10 cease to be true and correct, (v) of the receipt by the Company of any notification with respect to the suspension of qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (vi) of the happening of any event which requires the making of any changes in a Registration Statement or related Prospectus so that such documents will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (vii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate or that there exist circumstances not yet disclosed to the public which make further sales under such Registration Statement inadvisable pending such disclosures and post-effective amendment.

9.1.4 Make reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction, at the earliest possible moment.

9.1.5 If requested by the managing underwriters or the Registered Holders, immediately incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriters or the Registered Holders request be included therein relating to such sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of shares of Registrable Securities being sold to such underwriters and the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be sold in such offering; make all required filings of such prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and supplement or make amendments to any Registration Statement if requested by the Registered Holders or any underwriter of such Registrable Securities.

9.1.6 Upon request of a Registered Holder or a managing underwriter, if any, furnish to such Registered Holder and such managing underwriter, if any, without charge, at least one signed copy of the Registration Statement, any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference).

8

9.1.7 Deliver without charge to the Registered Holders and the underwriters, if any, as many copies of the Prospectus or Prospectuses (including each preliminary prospectus) and any amendment or supplement thereto as such Persons may reasonably request; and the Company consents to the use of such Prospectus or any amendment or supplement thereto by such Registered Holders and the underwriters, if any, in connection with the offer and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto.

9.1.8 Prior to any public offering of Registrable Securities, register or qualify or cooperate with the Registered Holders, the underwriters, if any, and respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such domestic jurisdictions, as the Registered Holders or an underwriter reasonably requests in writing; keep each such registration or qualification effective during the period the Registration Statement is required to be kept effective and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the applicable Registration Statement; provided, however, that the Company will not be required in connection therewith or as a condition thereto to qualify generally to do business or subject itself to general service of process in any such jurisdiction where it is not then so subject.

9.1.9 Upon the occurrence of any event contemplated by subsection 9.1.3(ii)-(vii) above, prepare, to the extent required, a supplement or post-effective amendment to the applicable Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchaser of the Registrable Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

9.1.10 Enter into such agreements (including an underwriting agreement) and take all such other actions in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the Registrable Securities to be covered by such registration are to be offered in an underwritten offering: (i) make such representations and warranties to the Registered Holders as to the Registration Statement, Prospectus and documents incorporated by reference, if any, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested; (ii) obtain opinions of counsel to the Company and updates thereof with respect to the Registration Statement and the Prospectus in the form,

9

scope and substance which are customarily delivered in underwritten offerings; (iii) in the case of an underwritten offering, enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be satisfactory to the managing underwriters and the Registered Holders) addressed to the Registered Holders and the underwriters, if any, covering the matters customarily covered in opinions delivered in underwritten offerings and such other matters as may be requested by the Registered Holders and such underwriters; (iv) obtain comfort letters and updates thereof from the Company’s independent certified public accountants addressed to the Registered Holders and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in comfort letters by accountants in connection with underwritten offerings; (v) if any underwriting agreement is entered into, the same shall set forth in full the indemnification provisions and procedures customarily included in underwriting agreements in underwritten offerings; and (vi) the Company shall deliver such documents and certificates as may be requested by the Registered Holders and the managing underwriters, if any, to evidence compliance with clause (i) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement or as and to the extent required thereunder.

9.1.11 Make available for inspection by a representative of the Registered Holders, any underwriter participating in any disposition pursuant to such registration, and any attorney or accountant retained by the Registered Holders or such underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such registration; provided, that any records, information or documents that are designated by the Company in writing as confidential shall be kept confidential by such Persons unless disclosures of such records, information or documents is required by court or administrative order.

9.1.12 Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make generally available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, no later than 90 days after the end of any 12-month period (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm or best efforts underwritten offering and (ii) beginning with the first day of the Company’s first fiscal quarter next succeeding each sale of Registrable Securities after the effective date of a Registration Statement, which statements shall cover said 12-month periods.

10

9.1.13 Use its reasonable best efforts to list all Registrable Securities covered by the Registration Statement on the securities exchanges or trading markets on which any of the equity securities of the Company of the same class as the Registrable Securities are then listed.

9.1.14 Engage an appropriate transfer agent and provide such transfer agent with printed certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company, and provide a CUSIP number for the Registrable Securities.

9.1.15 At all times during the term of this Agreement, maintain the effectiveness of the registration of the Common Stock under the Exchange Act and use its reasonable best efforts to prepare and file in a timely manner all documents and reports required by the Exchange Act.

9.1.16 If the Company, in the exercise of its reasonable judgment, objects to any change requested by the Registered Holders or the underwriters, if any, to any Registration Statement or Prospectus or any amendments or supplements thereto (including documents incorporated or to be incorporated therein by reference) as provided for in this Section 9, the Company shall not be obligated to make any such change and such Registered Holders may withdraw their Registrable Securities from such registration, in which event (i) the Company shall pay all expenses incurred in connection with such Registration Statement or amendment thereto or Prospectus or supplement thereto, and (ii) in the case of a registration being effected pursuant to Section 2, such registration shall not count as one of the registrations the Company is obligated to effect pursuant to Section 2.

Section 10. Indemnification .

10.1 In the event of any registration of any securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless the Stockholders, any underwriter and each other Person, if any, who controls a Stockholder or underwriter within the meaning of the Securities Act, and the respective officers, directors, partners, members and employees of such Stockholders, underwriters and controlling Persons, from and against any and all losses, claims, damages or liabilities, joint or several, to which any such indemnified Person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or action in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a Registration Statement or preliminary prospectus or final or summary prospectus contained therein, or any amendment or supplement thereto, and any other document prepared by the Company and provided to Registered Holders for their use in connection with the registered offering, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein (in the case of a Prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse such indemnified Persons for any

11

reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim, excluding any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected without the prior written consent of the Company; provided, however, that the Company will not be liable to an indemnified Person in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission made in a Registration Statement, preliminary prospectus or final or summary prospectus or any amendment or supplement thereto or other document, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such indemnified Person, specifically for use in the preparation thereof; and provided further, that the indemnity agreement contained in this Section 10 with respect to any preliminary prospectus shall not inure to the benefit of any indemnified Person using the same in respect of any loss, claim, damage, liability or action asserted by someone who purchased shares from such Person if a copy of an amended preliminary prospectus or prospectus supplement was delivered by the Company to the Registered Holders and the underwriters, if any, prior to the pricing of the sale of the securities (if an underwritten offering) or prior to the effectiveness of the Registration Statement, but was not delivered to the purchaser of the securities from the indemnified Person, and the untrue statement or omission or alleged untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in the amended preliminary prospectus or prospectus supplement.

10.2 In the event of any registration of securities under the Securities Act pursuant to this Agreement, the Registered Holders, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and officers, any underwriter and each other Person, if any, who controls the Company or such underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities to which any such indemnified Person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or action in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such Registration Statement or preliminary prospectus or final or summary prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein (in the case of a Prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse such indemnified Persons for any reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim, excluding any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected without the prior written consent of the indemnifying Registered Holder; but in all cases only if, and to the extent that, any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission therein made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the indemnifying Registered Holder specifically for use in the preparation thereof. Notwithstanding the foregoing, the amount of the indemnity provided by each Registered Holder pursuant to this Section 10 shall not exceed the net proceeds received by such Registered Holder in the related registration and sale.

12

10.3 Promptly after receipt by a party entitled to indemnification under subsection 10.1 or 10.2 hereof of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under either of such subsections, notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party and it shall so notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it so chooses, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party that it so chooses, such indemnifying party shall not be liable for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof, provided, however, that if the indemnifying party fails to take reasonable steps necessary to diligently defend such claim within twenty (20) days after receiving notice from the indemnified party that the indemnified party believes the indemnifying party has failed to take such steps, the indemnified party may assume its own defense and the indemnifying party shall be liable for any expenses therefor. The indemnity and contribution agreements in this Section 10 are in addition to any liabilities which the indemnifying parties may have pursuant to law.

10.4 If the indemnification provided for in this Section 10 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to herein, or is insufficient to hold the indemnified party harmless therefrom, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in this Section 10, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 10 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

13

Section 11. Sales under Rule 144.  With a view to making available to the Stockholders the benefits of Rule 144 promulgated under the Securities Act and any other similar rule or regulation of the Commission that may at any time permit the Stockholders to sell the Registrable Securities without registration, the Company agrees to:

(a) make and keep available adequate current public information, as those terms are understood and defined in Rule 144 (or any successor provision);

(b) file with the Commission in a timely manner all reports and other documents required to be filed by the Company under the Securities Act and the Exchange Act; and

(c) furnish to any Stockholder forthwith upon request (i) a written statement by the Company that it has complied with the foregoing requirements and (ii) such other information as may be reasonably requested by Stockholder in availing itself of any rule or regulation of the Commission which permits the selling of any such securities without registration.

Section 12. Removal of Legend.  The Company agrees, to the extent allowed by law, to remove any legends on certificates representing Registrable Securities describing transfer restrictions applicable to such securities (i) upon the sale of such securities pursuant to an effective Registration Statement under the Securities Act or in accordance with the provisions of Rule 144 under the Securities Act, or (ii) upon the written request of any holder of Registrable Securities if such securities may then be sold without restriction under Rule 144.

Section 13. Lock-Up Agreements . If requested by a managing underwriter, each holder of Registrable Securities agrees not to sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any Registrable Securities (or other securities) of the Company held by such holder (other than those included in the registration) for a 30-day period (or such longer period requested by the managing underwriter which shall in no event exceed 90 days).

Section 14. Notices.  Any notices or other communications required or permitted hereunder shall be in writing and be deemed to have been given if mailed, three business days after being deposited in the United States mail, postage prepaid and registered or certified at the addresses listed on the signature pages hereof or at such other address of which the Company or Investor has been advised by notice hereunder. Notice shall be deemed effective upon receipt or refusal.

Section 15. Modification.  Notwithstanding anything to the contrary in this Agreement or otherwise, no modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the Company and the Stockholders holding not less than a majority of the Registrable Securities (assuming for purposes of such calculation the conversion of all Series A Preferred and exercise of all Warrants in each case then constituting Registrable Securities) then outstanding. Any such modification, amendment or waiver shall be binding on all holders of Registrable Securities and all Persons who may thereafter acquire any Registrable Securities.

14

Section 16. Non-Waiver.  The failure to enforce at any time any of the provisions of this Agreement, or to require at any time performance by any other party of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions.

Section 17. Partial Invalidity.  If any clause, sentence, paragraph, section or part of this Agreement shall be deemed invalid, unenforceable or against public policy, the part that is invalid, unenforceable or contrary to public policy shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the invalidity, unenforceability or contrariness to public policy shall be confined only to the clause, sentence, paragraph, section or part of this Agreement so invalidated, unenforceable or against public policy.

Section 18. Termination of Registration Right.  Notwithstanding any other provision of this Agreement to the contrary, the registration rights granted under Section 2 will terminate as to any Stockholder upon the first day the Stockholder is able to sell all of the Registrable Securities then owned by such Person under Rule 144 within any given three-month period.

Section 19. Construction.  The language in all parts of this Agreement shall in all cases be construed simply, according to its fair meaning, and shall not be construed strictly for or against either of the parties hereto.

Section 20. Governing Law.  This Agreement shall be governed and construed according to the laws of the State of Texas, without regard to its conflicts of law principles.

Section 21. Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute but one and the same instrument.

Section 22. Further Assurances . The parties hereto will do such further acts and things necessary to ensure that the terms of this Agreement are carried out and observed.

Section 23. Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

Section 24. Specific Performance.  The parties agree that, to the extent permitted by law, (i) the obligations imposed on them in this Agreement are special, unique and of an extraordinary character, and that in the event of a breach by any such party damages would not be an adequate remedy and (ii) the other party shall be entitled to specific performance and injunctive and equitable relief in addition to any other remedy to which it may be entitled at law or in equity.

[ Remainder of Page Intentionally Left Blank ]

15

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Address for Notice:

American Electric Technologies, Inc.

6410 Long Drive

Houston, Texas 77087

Attention: Frances Powell Hawes

With a copy (which shall not constitute notice) to:

Joel Bernstein

2666 Tigertail Avenue, Suite 104

Miami, Florida 33133

Signature Page to Registration Rights Agreement

Address for Notice:

JCH Crenshaw Holdings, LLC

470 Orleans St., 7 ^th Floor

Beaumont, Texas 77701

Attention: Casey Crenshaw

With a copy (which shall not constitute notice) to:

Thompson & Knight LLP

333 Clay Street

Suite 3300

Houston, Texas 77002

Attention: Jerry L. Metcalf

Fax: (832) 397-8217

Signature Page to Registration Rights Agreement