0000932699-16-000145 Sample Contracts

SERIES 2016 COMMON STOCK PURCHASE WARRANT
AMERICAN POWER GROUP Corp • August 24th, 2016 • Engines & turbines

THIS SERIES 2016 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________________ (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 Original Issue Date 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 __________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 24th, 2016 • AMERICAN POWER GROUP Corp • Engines & turbines • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 5, 2016, 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”). The Purchasers and Company individually and jointly may also be referred to as “Party” or “Parties.”

AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 24th, 2016 • AMERICAN POWER GROUP Corp • Engines & turbines

This Amendment No. 3, dated as of July 5, 2016 (this “Amendment”), to the Registration Rights Agreement dated as of June 2, 2015 (the “Agreement”), as previously amended, 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.

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