SERIES 2015 COMMON STOCK PURCHASE WARRANTAMERICAN POWER GROUP Corp • June 4th, 2015 • Engines & turbines
THIS SERIES 2015 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2015 • AMERICAN POWER GROUP Corp • Engines & turbines
This Registration Rights Agreement dated as of June 2, 2015 (the “Closing Date”), is by and among American Power Group Corporation, a Delaware corporation (the “Company”), and the Purchasers listed on the signature pages of this Agreement (each a “Purchaser” and collectively, the “Purchasers”).
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...AMERICAN POWER GROUP Corp • June 4th, 2015 • Engines & turbines
THIS NOTE, AND THE PAYMENT HEREOF, ARE SUBORDINATED TO THE RIGHTS OF IOWA STATE BANK PURSUANT TO THE TERMS OF A SUBORDINATION AGREEMENT AMONG THE COMPANY, THE HOLDERS (AS SUCH TERM IS DEFINED BELOW AND IOWA STATE BANK).
SUBORDINATION AGREEMENTSubordination Agreement • June 4th, 2015 • AMERICAN POWER GROUP Corp • Engines & turbines • Iowa
THIS SUBORDINATION AGREEMENT (this “Subordination Agreement”) is entered into as of June 2, 2015, among IOWA STATE BANK (“Senior Lender”), ARROW, LLC, SMC EMPLOYEES PARTNERSHIP, ASSOCIATED PRIVATE EQUITY, SET CAPITAL HOLDINGS, LLC AND CHADDS FORD, LLC, and 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.
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • June 4th, 2015 • AMERICAN POWER GROUP Corp • Engines & turbines • Iowa
This Convertible Note Purchase Agreement (this “Agreement”) is dated as of June 2, 2015, 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 Corporation Lynnfield, MA 01940 June 2, 2015AMERICAN POWER GROUP Corp • June 4th, 2015 • Engines & turbines
American Power Group Corporation (the “Company”) is issuing this letter agreement (this “Agreement”) pursuant to the terms of that certain Convertible Note Purchase Agreement dated as of June 2, 2015 among the Company, Arrow, LLC (“Arrow”) and the other parties thereto (as amended from time to time, the “Purchase Agreement”) to confirm certain agreements concerning the Company’s Board of Directors (the “Board”).
Amendment to WarrantsWarrants • June 4th, 2015 • AMERICAN POWER GROUP Corp • Engines & turbines
This is Amendment to Warrants (this “Amendment”), dated as of June 2, 2015 (the “Effective Date”), is by and between American Power Group Corporation, a Delaware corporation (the “Company”), and the party identified on the signature page to this Amendment (the “Purchaser”).
