0001102624-12-000942 Sample Contracts

COMMON STOCK PURCHASE WARRANT HPEV, INC.
Common Stock Purchase Warrant • November 19th, 2012 • Hpev, Inc. • Services-educational services • California

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, MCMAHON SEREPCA LLP (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, to subscribe for and purchase from HPEV, Inc., a Nevada corporation (the “Company”), up to THREE HUNDRED THREE THOUSAND FIVE HUNDRED SIXTY-NINE (303,569) shares (the “Warrant Shares”) of Common Stock, at any time on or after the Issue Date (as defined above) and on or prior to the Termination Date (as defined below), but not thereafter. 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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HPEV, INC. NOTE AND WARRANT PURCHASE AGREEMENT AUGUST 9, 2012
Note and Warrant Purchase Agreement • November 19th, 2012 • Hpev, Inc. • Services-educational services • California

THIS NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of August 9, 2012, by and between HPEV, Inc., a Nevada corporation (the “Company”), and SPIRIT BEAR LIMITED (“Lender”).

LOAN EXTENSION AGREEMENT
Loan Extension Agreement • November 19th, 2012 • Hpev, Inc. • Services-educational services

THIS LOAN EXTENSION AGREEMENT is entered into as of October 26, 2012, by and between HPEV Inc., a Nevada corporation (hereinafter “Borrower”) and SPIRIT BEAR LIMITED (hereinafter “Lender”).

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