0001102624-12-000523 Sample Contracts

AMENDED AND RESTATED STANDBY EQUITY DISTRIBUTION AGREEMENT
Standby Equity Distribution Agreement • June 15th, 2012 • American Power Corp. • Perfumes, cosmetics & other toilet preparations • New Jersey

THIS AMENDED AND RESTATED STANDBY EQUITY DISTRIBUTION AGREEMENT dated as of June 13, 2012 (this “Agreement”) is 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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TERMINATION AGREEMENT
Termination Agreement • June 15th, 2012 • American Power Corp. • Perfumes, cosmetics & other toilet preparations • Colorado

This TERMINATION AGREEMENT (“Agreement”) is entered into as of June 13, 2012 by and among American Power Corp. (the “Company”) and YA Global Master SPV, Ltd. (the “Investor”).

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