AMERICAN POWER GROUP Corp Sample Contracts

AMERICAN POWER GROUP Corp – AMENDMENT to Promissory NoteS AND WAIVER (June 8th, 2018)

THIS AMENDMENT TO PROMISSORY NOTES AND WAIVER (this “Amendment”) is made as of the 31st day of May, 2018, among American Power Group Corporation, a Delaware corporation (the “Company”), and the parties who execute the signature page hereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Note Purchase Agreement or the Notes (each as hereinafter defined).

AMERICAN POWER GROUP Corp – AGI GUARANTY (June 8th, 2018)

This Guaranty (this “Guaranty”) is made as of May 31, 2018, by Advanced Green Innovations, LLC, a Nevada limited liability company (the “Guarantor”) and American Power Group Corporation, a Delaware corporation (the “Company”). Capitalized terms used herein and not defined shall have the meanings assigned such terms in the Purchase Agreement (as defined below).

AMERICAN POWER GROUP Corp – AMENDED AND RESTATED VOTING AGREEMENT (June 8th, 2018)

THIS AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 31st day of May, 2018 (the “Effective Date”) by and among (i) American Power Group Corporation, a Delaware corporation (the “Company”), (ii) the holders of the Company’s Subordinated Contingent Convertible Promissory Notes (the “Notes”), (iii) the holders of the Company’s 10% Convertible Preferred Stock (the “Series A Preferred Stock”), Series D Convertible Preferred Stock (the “Series D Preferred Stock”), Series D-2 Convertible Preferred Stock, Series D-3 Convertible Preferred Stock (all of such preferred stock, the “Preferred Stock”) listed on Schedule A (collectively, the “Prior Investors”), (iv) the “Named Stockholders” (as defined herein), and (v) Dual Fuel, LLC, an Arizona limited liability company (“Dual Fuel” or the “Purchaser”, and, together with the Prior Investors, the “Stockholders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set fort

AMERICAN POWER GROUP Corp – COMMON STOCk PURCHASE AGREEMENT (June 8th, 2018)

This Common Stock Purchase Agreement (this “Agreement”) is dated as of May 31, 2018, between American Power Group Corporation, a Delaware corporation (the “Company”), and Dual Fuel, LLC, an Arizona limited liability company (the “Purchaser”). The Purchaser and the Company individually and jointly may also be referred to as “Party” or “Parties”.

AMERICAN POWER GROUP Corp – May 3, 2018 Dual Fuel, LLC 7030 W. Oakland Street, Suite 101 Chandler, AZ 85226 Attn: Kenneth Losch, Manager (May 10th, 2018)

This binding letter of intent (the “Letter”) sets forth the basic terms and conditions of the acquisition (the “Transaction”) by Dual Fuel, LLC, an Arizona limited liability company, (the “Buyer”) from American Power Group, Inc., an Iowa corporation (“APGI”) and its parent, American Power Group Corporation, an Iowa corporation (“APG”) (APGI and APG collectively, the “Seller”), of four hundred million (400,000,000) shares (the “Shares”) of Seller’s common stock. Buyer and Seller are sometimes individually referred to as a “Party” and collectively referred to as the “Parties.” This Letter supersedes, in its entirety, any and all oral or written communications that previously occurred between the parties, including, without limitation, that certain Letter of Intent, dated as of January 11, 2018.

AMERICAN POWER GROUP Corp – PATENT AND TECHNOLOGY PURCHASE AGREEMENT (May 10th, 2018)

This Patent and Technology Installment Purchase Agreement (the “Agreement”) is made as of the 4th day of May, 2018 (the “Effective Date”), by and among M&R Development, Inc., an Iowa corporation, having a principal place of business at 61 Smith Circle, Algona Iowa, 50511 (“M&R”), Clean Power Technology LLC, an Iowa limited liability company, having a principal place of business at 61 Smith Circle, Algona, Iowa, 50511 (“CPT”), (M&R and CPT, the “Seller”) and American Power Group, Inc., an Iowa corporation, with a principal place of business at 2503 E. Poplar Street, Algona, Iowa 50511 (the “Buyer”), each referred to herein individually as a “Party” and collectively as the “Parties”.

AMERICAN POWER GROUP Corp – AMENDMENT to Promissory NoteS (November 22nd, 2017)

THIS AMENDMENT TO PROMISSORY NOTES (this “Amendment”) is made as of the 27th day of October, 2017, among American Power Group Corporation, a Delaware corporation (the “Company”), and the parties who execute the signature page hereto.

AMERICAN POWER GROUP Corp – AMERICAN POWER GROUP CORPORATION 2016 STOCK OPTION PLAN Amendment No. 1 Approved by the Stockholders on May 24, 2017 (August 28th, 2017)
AMERICAN POWER GROUP Corp – AMENDMENT to Promissory NoteS (July 27th, 2017)

THIS AMENDMENT TO PROMISSORY NOTES (this “Amendment”) is made as of the 26th day of July, 2017, among American Power Group Corporation, a Delaware corporation (the “Company”), and the parties who execute the signature page hereto.

AMERICAN POWER GROUP Corp – Amendment to Convertible note PURCHASE AGREEMENT (June 19th, 2017)

This Amendment, dated May 26, 2017 (this “Amendment”) amends the Convertible Note Purchase Agreement dated as of January 27, 2017 (the “Agreement”) among American Power Group Corporation, a Delaware corporation (the “Company”), and the purchasers identified in the Agreement (each, a “Purchaser” and collectively the “Purchasers”). Capitalized terms used in this Amendment without definition shall have the respective meanings assigned to them in the Agreement.

AMERICAN POWER GROUP Corp – - Migration To A Technology Licensing and Master Distributorship Model Versus Direct Sale Approach To Be Implemented - - CFO Chuck Coppa To Assume Additional Role as CEO - - Commitment For Additional Capital Secured From Several Existing Investors – - Investors Agree To Defer Automatic Conversion of Contingent Convertible Notes Into Series E Preferred - (June 19th, 2017)

Lynnfield, MA – June 6, 2017 – American Power Group Corporation (OTCQB: APGI), today announced a corporate wide realignment of its strategic direction, reallocation of resources and reduction in workforce.

AMERICAN POWER GROUP Corp – CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN POWER GROUP CORPORATION (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) (May 30th, 2017)

American Power Group Corporation (hereinafter called the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

AMERICAN POWER GROUP Corp – News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation ccoppa@americanpowergroupinc.com Mike Porter Porter, LeVay, & Rose, Inc. mike@plrinvest.com (May 16th, 2017)

Lynnfield, MA –May 15, 2017 – American Power Group Corporation (OTCQB: APGI), today announced results for the three months ended March 31, 2017.

AMERICAN POWER GROUP Corp – AMERICAN POWER GROUP CORPORATION 2016 STOCK OPTION PLAN Amendment No. 2 Adopted by the Board of Directors on March 14, 2017 (May 15th, 2017)
AMERICAN POWER GROUP Corp – News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation ccoppa@americanpowergroupinc.com Mike Porter Porter, LeVay, & Rose, Inc. mike@plrinvest.com (April 18th, 2017)

Lynnfield, MA – April 18, 2017 – American Power Group Corporation (OTCQB: APGI) today announced that its Annual Shareholder’s meeting will be held on Wednesday, May 24, 2017 at 1:00 P.M. at in the Oak Room of the Spring Hill Suites/Mall of America, 2870 Metro Drive, Bloomington, Minnesota for the following purposes: (1) to elect four directors for the ensuing year; (2) to approve an amendment to the Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 350,000,000 to 700,000,000; (3) to approve an amendment to the 2016 Stock Option Plan to increase the number of shares of our Common Stock reserved for issuance from 21,000,000 to 50,000,000; (4) to hold an advisory vote on the compensation of the Company’s named executive officers (the “say-on-pay”) and (5) to consider and act upon a proposal to ratify the selection of the firm of Schechter, Dokken, Kanter, Andrews & Selcer, Ltd. as our independent auditors for the fiscal year ending Sept

AMERICAN POWER GROUP Corp – News Release (February 15th, 2017)

Lynnfield, MA –February 14, 2017 – American Power Group Corporation (OTCQB: APGI), today announced results for the three months ended December 31, 2016.

AMERICAN POWER GROUP Corp – Common Stock Purchase Warrant (February 1st, 2017)

American Power Group Corporation, a Delaware corporation with a principal place of business of 7 Kimball Lane Building A, Lynnfield, Massachusetts 01940 (the “Company”), hereby certifies that, subject to the terms and conditions set forth herein, __________ or its permitted assigns (the “Holder”), is entitled to purchase up to 3,538,173 shares (the “Warrant Shares”) of the Company’s Common Stock, $.01 par value per share (“Common Stock”), at an exercise price of $.10 per Warrant Share (the “Exercise Price”), at any time or from time to time after the date hereof and prior to 5:00 p.m. (Boston, Massachusetts time), on January 27, 2027 (the “Expiration Date”). This Warrant is one of a series of warrants (together, the “Warrants”) issued pursuant to that certain Forbearance, Waiver and Amendment Agreement dated as of January 27, 2017 among the Company and the original holders of the Warrants (the “Forbearance Agreement”).

AMERICAN POWER GROUP Corp – Convertible note PURCHASE AGREEMENT (February 1st, 2017)

This Convertible Note Purchase Agreement (this “Agreement”) is dated as of January 27, 2017, between American Power Group Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, a “Purchaser” and collectively the “Purchasers”).

AMERICAN POWER GROUP Corp – Common Stock Purchase Warrant (February 1st, 2017)

American Power Group Corporation, a Delaware corporation with a principal place of business of 7 Kimball Lane Building A, Lynnfield, Massachusetts 01940 (the “Company”), hereby certifies that, subject to the terms and conditions set forth herein, ____________ or its permitted assigns (the “Holder”), is entitled to purchase up to __________ shares (the “Warrant Shares”) of the Company’s Common Stock, $.01 par value per share (“Common Stock”), at an exercise price of $.10 per Warrant Share (the “Exercise Price”), at any time or from time to time after the date hereof and prior to 5:00 p.m. (Boston, Massachusetts time), on __________, 2027 (the “Expiration Date”). This Warrant is one of a series of warrants (together, the “Warrants”) issued pursuant to that certain Convertible Note Purchase Agreement dated as of January 27, 2017 among the Company and the original holders of the Warrants (the “Purchase Agreement”).

AMERICAN POWER GROUP Corp – AMENDED AND RESTATED VOTING AGREEMENT (February 1st, 2017)

THIS AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 27th day of January, 2017 by and among (i) American Power Group Corporation, a Delaware corporation (the “Company”), (ii) the holders of the Company’s Subordinated Contingent Convertible Promissory Notes (the “Notes”), and (iii) the holders of the Company’s 10% Convertible Preferred Stock (the “Series A Preferred Stock”), Series D Convertible Preferred Stock (the “Series D Preferred Stock”), Series D-2 Convertible Preferred Stock, Series D-3 Convertible Preferred Stock (all of such preferred stock, together with the Company’s Series E Convertible Preferred Stock (the “Series E Preferred Stock”) which is issuable upon conversion of the Notes, the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to the terms hereof, collectively the “Investors”).

AMERICAN POWER GROUP Corp – AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT (February 1st, 2017)

This Amendment No. 3, dated as of January 27, 2017 (this “Amendment”), to the Registration Rights Agreement dated as of June 2, 2015 (as previously amended, the “Agreement”), is by and among American Power Group Corporation, a Delaware corporation (the “Company”), and the other parties thereto. Capitalized terms that are used in this Amendment without definition, but which are defined in the Agreement, shall have the meanings given them in the Agreement.

AMERICAN POWER GROUP Corp – AMERICAN POWER GROUP CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF sERIES E CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware (February 1st, 2017)

American Power Group Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), pursuant to the authority conferred on the Board of Directors of the Corporation by the Restated Certificate of Incorporation, as amended, and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, certifies that the Board of Directors of the Corporation duly adopted the following resolution providing for the establishment and issuance of a series of preferred stock to be designated “Series E Convertible Preferred Stock” and to consist of 50 shares as follows:

AMERICAN POWER GROUP Corp – SUBORDINATION AGREEMENT (February 1st, 2017)

THIS SUBORDINATION AGREEMENT (this “Subordination Agreement”) is entered into as of January 27, 2017, among IOWA STATE BANK (“Senior Lender”), the parties who have executed this Agreement as “Junior Lenders”, together with such additional parties who may execute a counterpart signature page hereto (collectively, “Junior Lenders”), and AMERICAN POWER GROUP CORPORATION (“APGC”) and AMERICAN POWER GROUP, INC. (“APGI”). Hereinafter, all references to the “Company” shall be understood to refer to both APGC and APGI as individual entities, consistent with fully protecting the security interests of the Senior Lender.

AMERICAN POWER GROUP Corp – Contract (February 1st, 2017)

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY (AS SUCH TERM IS DEFINED BELOW).

AMERICAN POWER GROUP Corp – SECURITY ASSIGNMENT AGREEMENT (February 1st, 2017)

THIS SECURITY ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into as of this 27th day of January, 2017 by and among American Power Group Corporation, a Delaware corporation (the “Company”), and (ii) the parties identified on Schedule A hereto (together with any subsequent parties, or transferees, who become parties hereto as “Investors” pursuant to the terms hereof, collectively the “Investors”).

AMERICAN POWER GROUP Corp – AMERICAN POWER GROUP CORPORATION 2016 STOCK OPTION PLAN Amendment No. 1 Adopted by the Board of Directors on January 16, 2017 (February 1st, 2017)
AMERICAN POWER GROUP Corp – News Release (February 1st, 2017)

Lynnfield, MA – February 1, 2017- American Power Group Corporation (OTCQB: APGI) today announced the completion of the initial round of a $3 million private placement of Subordinated Contingent Convertible Promissory Notes (“Notes”) with several existing shareholders, members of management and investors affiliated with members of its Board of Directors.

AMERICAN POWER GROUP Corp – FORBEARANCE, WAIVER AND AMENDMENT agreement (February 1st, 2017)

This Forbearance, Waiver and Amendment Agreement (this “Agreement”) is entered into as of January 27, 2017, by and among WPU Leasing, LLC, a Delaware limited liability company (“WPU”), with an address at 650 Madison Avenue, 20th Floor, New York, NY 10022, American Power Group, Inc., an Iowa corporation (the “Company”), with its principal place of business at 2503 Poplar Street, PO Box 187, Algona, IA 50511, and American Power Group Corporation, a Delaware corporation (“APG”), with its principal place of business at 7 Kimball Lane, Building A, Lynnfield, MA 01940.

AMERICAN POWER GROUP Corp – American Power Group Corporation Amendment Number 1 To Employment Agreement (January 20th, 2017)
AMERICAN POWER GROUP Corp – American Power Group Corporation Amendment Number 1 To Employment Agreement (January 20th, 2017)

WHEREAS, Paragraph 11.2 of the Employment Agreement provides for amending said Employment Agreement if both parties concur and sign in writing;

AMERICAN POWER GROUP Corp – American Power Group Corporation Amendment Number 1 To Employment Agreement (January 20th, 2017)
AMERICAN POWER GROUP Corp – Common Stock Purchase Warrant (January 17th, 2017)

American Power Group Corporation, a Delaware corporation with a principal place of business of 7 Kimball Lane Building A, Lynnfield, Massachusetts 01940 (the “Company”), hereby certifies that, subject to the terms and conditions set forth herein, ____________ or its permitted assigns (the “Holder”), is entitled to purchase up to that number of shares (the “Warrant Shares”) of the Company’s Common Stock, $.01 par value per share (“Common Stock”), as is determined pursuant to Section 1(b) below, at the Exercise Price (as defined below) at any time or from time to time after the date hereof and prior to 5:00 p.m. (Boston, Massachusetts time), on the Expiration Date (as defined below). This Warrant is one of a series of warrants (together, the “Warrants”) issued pursuant to that certain Securities Purchase Agreement dated as of January 8, 2016 among the Company and the original holders of the Warrants (the “Purchase Agreement”).

AMERICAN POWER GROUP Corp – News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation 781-224-2411 ccoppa@americanpowergroupinc.com Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 mike@plrinvest.com American Power Group Corporation Announces Expansion and Extension Of Its Primary Credit Facility With Iowa State Bank to 2026 $3.0 Million To Be Amortized Over Ten Years; New $500,000 Working Capital Line Added Lynnfield, MA – September 19, 2016 - American Power Group Corporation (OTCQB: APGI) today announced that its subsidiary, American Power Group, Inc.’s primar (September 19th, 2016)
AMERICAN POWER GROUP Corp – COMMON STOCK PURCHASE WARRANT (September 19th, 2016)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Neil K. Braverman (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date (as defined below) and on or prior to the close of business on the five-year anniversary of the Original Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from American Power Group Corporation, a Delaware corporation (the “Company”), up to that number of shares (the “Warrant Shares”) of the Company’s common stock, par value $.01 per share (the Common Stock”), as is determined pursuant to Section 2(a). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(c).

AMERICAN POWER GROUP Corp – COMMON STOCK PURCHASE WARRANT (September 19th, 2016)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Matthew D. Van Steenwyk (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date (as defined below) and on or prior to the close of business on the five-year anniversary of the Original Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from American Power Group Corporation, a Delaware corporation (the “Company”), up to that number of shares (the “Warrant Shares”) of the Company’s common stock, par value $.01 per share (the Common Stock”), as is determined pursuant to Section 2(a). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(c).