0001102624-12-000144 Sample Contracts

STANDBY EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • February 24th, 2012 • American Power Corp. • Perfumes, cosmetics & other toilet preparations • New Jersey

THIS AGREEMENT dated as of February 17, 2012 (this “Agreement”) between YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited partnership (the “Investor”), and AMERICAN POWER CORP., a corporation organized and existing under the laws of the State of Nevada (the “Company”).

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • February 24th, 2012 • American Power Corp. • Perfumes, cosmetics & other toilet preparations • New Jersey

THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of February 17, 2012, by and among American Power Corp., a Nevada corporation (the “Company”), and YA Global Master SPV, Ltd. (the “Investor”).

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