AMENDED AND RESTATED VOTING AGREEMENTAdoption Agreement • June 8th, 2018 • AMERICAN POWER GROUP Corp • Engines & turbines
THIS AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 31st day of May, 2018 (the “Effective Date”) 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”), (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, the “Preferred Stock”) listed on Schedule A (collectively, the “Prior Investors”), (iv) the “Named Stockholders” (as defined herein), and (v) Dual Fuel, LLC, an Arizona limited liability company (“Dual Fuel” or the “Purchaser”, and, together with the Prior Investors, the “Stockholders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set fort
AGI GUARANTYAgi Guaranty • June 8th, 2018 • AMERICAN POWER GROUP Corp • Engines & turbines • Delaware
This Guaranty (this “Guaranty”) is made as of May 31, 2018, by Advanced Green Innovations, LLC, a Nevada limited liability company (the “Guarantor”) and American Power Group Corporation, a Delaware corporation (the “Company”). Capitalized terms used herein and not defined shall have the meanings assigned such terms in the Purchase Agreement (as defined below).
COMMON STOCk PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 8th, 2018 • AMERICAN POWER GROUP Corp • Engines & turbines • Delaware
This Common Stock Purchase Agreement (this “Agreement”) is dated as of May 31, 2018, between American Power Group Corporation, a Delaware corporation (the “Company”), and Dual Fuel, LLC, an Arizona limited liability company (the “Purchaser”). The Purchaser and the Company individually and jointly may also be referred to as “Party” or “Parties”.
AMENDMENT to Promissory NoteS AND WAIVERPromissory Notes and Waiver • June 8th, 2018 • AMERICAN POWER GROUP Corp • Engines & turbines
THIS AMENDMENT TO PROMISSORY NOTES AND WAIVER (this “Amendment”) is made as of the 31st day of May, 2018, among American Power Group Corporation, a Delaware corporation (the “Company”), and the parties who execute the signature page hereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Note Purchase Agreement or the Notes (each as hereinafter defined).
