0001102624-13-000452 Sample Contracts

COMMON STOCK PURCHASE WARRANT HPEV, INC.
Security Agreement • April 15th, 2013 • 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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LOAN AGREEMENT BETWEEN ACTION MEDIA GROUP, LLC AND HPEV, INC.
Loan Agreement • April 15th, 2013 • Hpev, Inc. • Services-educational services • Nevada
AGREEMENT
Settlement Agreement • April 15th, 2013 • Hpev, Inc. • Services-educational services

This Agreement (this “Agreement”) is made and entered into on this 12th day of April, 2013, by and between HPEV, Inc., a Nevada corporation (the “Company”), and Spirit Bear Limited (“Spirit Bear”), sometimes referred to individually as a “Party” and collectively as “Parties”.

RECISSION AGREEMENT
Recission Agreement • April 15th, 2013 • Hpev, Inc. • Services-educational services • Nevada

Recission Agreement dated as of this 21st day of March 2013 by and between Judson Bibb (“Bibb”), and HPEV, Inc. (“HPEV”), a Nevada corporation.

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