REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2012 • Greenman Technologies Inc • Plastics products, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 30, 2012, between GreenMan Technologies, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 2nd, 2012 • Greenman Technologies Inc • Plastics products, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 30, 2012, between GreenMan Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SERIES 2012 COMMON STOCK PURCHASE WARRANT GreenMan Technologies, Inc.Greenman Technologies Inc • May 2nd, 2012 • Plastics products, nec
THIS SERIES 2012 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 October 30, 2012 (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from GreenMan Technologies, Inc., 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).
CHANGE IN TERMS AGREEMENTSecurity Agreement • May 2nd, 2012 • Greenman Technologies Inc • Plastics products, nec
THIS BUSINESS LOAN AGREEMENT dated April 25, 2012, Is made and executed between American Power Group, Inc. ("Borrower") and Iowa State Bank ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) In granting, renewing, or extending any Loan, Lender Is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion: and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
VOTING AGREEMENTAdoption Agreement • May 2nd, 2012 • Greenman Technologies Inc • Plastics products, nec
THIS VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 30th day of April, 2012 by and among GreenMan Technologies, Inc., a Delaware corporation (the “Company”), and the holders of the Company’s 10% Convertible Preferred Stock (the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to the terms hereof, collectively the “Investors”).
GreenMan Technologies, Inc. 7 Kimball Lane, Building A Lynnfield, MA 01940Greenman Technologies Inc • May 2nd, 2012 • Plastics products, nec • Delaware
This letter agreement is entered into in connection with the purchase by [_________] (the “Investor”) of certain Units comprised of one share of Preferred Stock and a Warrant to purchase 25,000 shares of Common Stock, subject to adjustment, of GreenMan Technologies, Inc., a Delaware corporation (the “Company”) pursuant to the Securities Purchase Agreement dated as of April 30, 2012, between the Company, the Investor and other purchasers identified on the signature pages thereto (the “Agreement”). This letter agreement shall govern the rights and obligations of the parties hereto with respect to subsequent investments to purchase up to an additional ___ Units (for an additional investment up to $______ ) (the “Total Additional Investment Amount”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • May 2nd, 2012 • Greenman Technologies Inc • Plastics products, nec
PROMISE TO PAY. American Power Group, Inc. ("Borrower") promises to pay to Iowa State Bank ("Lender"), or order, In lawful money of the United States of America, the principal amount of Two Million Two Hundred Fifty Thousand & 00/100 Dollars ($2,250,000.00) or so much as may be outstanding, together with Interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.
AMENDMENT NO. 3 TO EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • May 2nd, 2012 • Greenman Technologies Inc • Plastics products, nec • Iowa
This instrument is Amendment No. 3 (this “Amendment”), dated as of April 27, 2012, to the Exclusive Patent License Agreement dated as of June 17, 2009 (the “License”) by and between M & R Development Inc., formerly known as American Power Group, Inc. (the “Licensor”), and GreenMan Technologies, Inc. (the “Licensee”). Terms used in this Amendment without definition which are defined in the License have the same meanings in this Amendment as in the License unless otherwise provided herein. This Amendment shall become effective (the “Effective Date”) upon the sale of at least $7,000,000 of Convertible Preferred Stock pursuant to that certain Securities Purchase Agreement by and among the Licensee and certain Purchasers (as defined therein) and the receipt by the Licensee of $7,000,000 before payment of applicable fees and expenses.
