SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 14th, 2016 • AMERICAN POWER GROUP Corp • Engines & turbines • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 8, 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”
SECURED TERM NOTE #2AMERICAN POWER GROUP Corp • January 14th, 2016 • Engines & turbines
FOR VALUE RECEIVED, AMERICAN POWER GROUP, INC., an Iowa corporation with its principal place of business located at 2503 Poplar Street, P.O. Box 187, Algona IA 50511 (“Borrower”), promises to pay to the order of WPU LEASING, LLC (together with any subsequent holders of this Note, the "Lender"), at the Lender's principal place of business located at 650 Madison Avenue, 20th Floor, New York NY 10022, or at such other place as the Lender may designate to the Borrower from time to time, the principal sum of
AMERICAN POWER GROUP, INC. Employment AgreementEmployment Agreement • January 14th, 2016 • AMERICAN POWER GROUP Corp • Engines & turbines • Iowa
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is effective as of the first day of employment or August 13, 2015 (the “Effective Date’), by and between American Power Group, Inc., an Iowa corporation (the “Company”) and Thomas K. Lockhart (the “Employee”).
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2016 • AMERICAN POWER GROUP Corp • Engines & turbines
This Amendment No. 2, dated as of January 8, 2016 (this “Amendment”), to the Registration Rights Agreement dated as of June 2, 2015 (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.
SECURITY AGREEMENTSecurity Agreement • January 14th, 2016 • AMERICAN POWER GROUP Corp • Engines & turbines • Iowa
This Security Agreement (as amended, modified or otherwise supplemented from time to time, this “Agreement”), dated as of August 12, 2015, is executed by American Power Group, Inc., an Iowa corporation (the “Company”), and Trident Resources LLC, a North Dakota limited liability company (the “Secured Party”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 14th, 2016 • AMERICAN POWER GROUP Corp • Engines & turbines • Iowa
This License Agreement (this “Agreement”) is made as of the 12th day of August 2015 (“Effective Date”), by and between Trident Resources LLC, a North Dakota limited liability company with its principal address located at 110 Main Street, P.O. Box 45, Turtle Lake, North Dakota 58575 (the “Licensor”) and American Power Group, Inc., an Iowa corporation with its principal address located at 2503 E. Poplar Street, Algona, Iowa 50511 (the “Licensee”).
ContractFinancing Agreement • January 14th, 2016 • AMERICAN POWER GROUP Corp • Engines & turbines • Massachusetts
NEITHER THIS WARRANT NOR ANY SECURITIES THAT MAY BE ISSUED UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND THIS WARRANT AND ANY SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT TO WARRANTSAmendment to Warrants • January 14th, 2016 • AMERICAN POWER GROUP Corp • Engines & turbines
This Amendment to Warrants (this “Amendment”), dated as of January 8, 2016 (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 “Holder”).
EQUIPMENT PURCHASE AGREEMENTEquipment Purchase Agreement • January 14th, 2016 • AMERICAN POWER GROUP Corp • Engines & turbines • Iowa
EQUIPMENT PURCHASE AGREEMENT dated as of August 12, 2015, by and between American Power Group, Inc., an Iowa corporation (the “Buyer”), and Trident Resources LLC, a North Dakota limited liability company (the “Seller”).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2016 • AMERICAN POWER GROUP Corp • Engines & turbines
This Amendment No. 1, dated as of August 24, 2015 (this “Amendment”), to the Registration Rights Agreement dated as of June 2, 2015 (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.
AMENDMENT TO WARRANTSAmendment to Warrants • January 14th, 2016 • AMERICAN POWER GROUP Corp • Engines & turbines
This Amendment to Warrants (this “Amendment”), dated as of January 8, 2016 (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”).
Secured Loan AgreementSecured Loan Agreement • January 14th, 2016 • AMERICAN POWER GROUP Corp • Engines & turbines
THIS SECURED LOAN AGREEMENT (“this Agreement”) is made this 24th day of August, 2015, by and between WPU LEASING, LLC, a Delaware limited liability company (“Lender”), with an address at 650 Madison Avenue, 20th Floor, New York, NY 10022, and AMERICAN POWER GROUP, INC., an Iowa corporation (“Borrower”), with its principal place of business at 2503 Poplar Street, PO Box 187, Algona, IA 50511.
Secured Financing AgreementSecured Financing Agreement • January 14th, 2016 • AMERICAN POWER GROUP Corp • Engines & turbines
THIS SECURED FINANCING AGREEMENT (this “Agreement”) is made this 24th day of August, 2015, 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.
FORBEARANCE AND WAIVER AGREEMENTForbearance and Waiver Agreement • January 14th, 2016 • AMERICAN POWER GROUP Corp • Engines & turbines
This Forbearance and Waiver Agreement (this “Agreement”) is entered into as of January 8, 2016, 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.
GUARANTY (UNLIMITED)(Unlimited) • January 14th, 2016 • AMERICAN POWER GROUP Corp • Engines & turbines
THIS GUARANTY is entered into as of the 24th day of August, 2015 by the undersigned, a corporation organized under the laws of Delaware (the “Guarantor”) in favor of WPU Leasing, LLC, a Delaware limited liability company 02370 (the “Lender”).
