Common Stock Purchase WarrantCommon Stock Purchase Warrant • February 1st, 2017 • AMERICAN POWER GROUP Corp • Engines & turbines
American Power Group Corporation, a Delaware corporation with a principal place of business of 7 Kimball Lane Building A, Lynnfield, Massachusetts 01940 (the “Company”), hereby certifies that, subject to the terms and conditions set forth herein, ____________ or its permitted assigns (the “Holder”), is entitled to purchase up to __________ shares (the “Warrant Shares”) of the Company’s Common Stock, $.01 par value per share (“Common Stock”), at an exercise price of $.10 per Warrant Share (the “Exercise Price”), at any time or from time to time after the date hereof and prior to 5:00 p.m. (Boston, Massachusetts time), on __________, 2027 (the “Expiration Date”). This Warrant is one of a series of warrants (together, the “Warrants”) issued pursuant to that certain Convertible Note Purchase Agreement dated as of January 27, 2017 among the Company and the original holders of the Warrants (the “Purchase Agreement”).
SUBORDINATION AGREEMENTSubordination Agreement • February 1st, 2017 • AMERICAN POWER GROUP Corp • Engines & turbines • Iowa
THIS SUBORDINATION AGREEMENT (this “Subordination Agreement”) is entered into as of January 27, 2017, among IOWA STATE BANK (“Senior Lender”), the parties who have executed this Agreement as “Junior Lenders”, together with such additional parties who may execute a counterpart signature page hereto (collectively, “Junior Lenders”), and AMERICAN POWER GROUP CORPORATION (“APGC”) and AMERICAN POWER GROUP, INC. (“APGI”). Hereinafter, all references to the “Company” shall be understood to refer to both APGC and APGI as individual entities, consistent with fully protecting the security interests of the Senior Lender.
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • February 1st, 2017 • AMERICAN POWER GROUP Corp • Engines & turbines
THIS AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 27th day of January, 2017 by and among (i) American Power Group Corporation, a Delaware corporation (the “Company”), (ii) the holders of the Company’s Subordinated Contingent Convertible Promissory Notes (the “Notes”), and (iii) the holders of the Company’s 10% Convertible Preferred Stock (the “Series A Preferred Stock”), Series D Convertible Preferred Stock (the “Series D Preferred Stock”), Series D-2 Convertible Preferred Stock, Series D-3 Convertible Preferred Stock (all of such preferred stock, together with the Company’s Series E Convertible Preferred Stock (the “Series E Preferred Stock”) which is issuable upon conversion of the Notes, 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”).
Convertible note PURCHASE AGREEMENTConvertible Note Purchase Agreement • February 1st, 2017 • AMERICAN POWER GROUP Corp • Engines & turbines • Iowa
This Convertible Note Purchase Agreement (this “Agreement”) is dated as of January 27, 2017, 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”).
FORBEARANCE, WAIVER AND AMENDMENT agreementForbearance, Waiver and Amendment Agreement • February 1st, 2017 • AMERICAN POWER GROUP Corp • Engines & turbines
This Forbearance, Waiver and Amendment Agreement (this “Agreement”) is entered into as of January 27, 2017, 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.
AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2017 • AMERICAN POWER GROUP Corp • Engines & turbines
This Amendment No. 3, dated as of January 27, 2017 (this “Amendment”), to the Registration Rights Agreement dated as of June 2, 2015 (as previously amended, 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 ASSIGNMENT AGREEMENTSecurity Assignment Agreement • February 1st, 2017 • AMERICAN POWER GROUP Corp • Engines & turbines
THIS SECURITY ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into as of this 27th day of January, 2017 by and among American Power Group Corporation, a Delaware corporation (the “Company”), and (ii) the parties identified on Schedule A hereto (together with any subsequent parties, or transferees, who become parties hereto as “Investors” pursuant to the terms hereof, collectively the “Investors”).
ContractConvertible Note Agreement • February 1st, 2017 • AMERICAN POWER GROUP Corp • Engines & turbines
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY (AS SUCH TERM IS DEFINED BELOW).
