Exhibit 10.3
AMENDMENT NO. 2
TO
UNSECURED PROMISSORY NOTE
This instrument is Amendment No. 2 (this “Amendment”), dated as of April 30, 2014, to the Unsecured Promissory Note dated as of September 17, 2010 (the “Promissory Note”) issued by American Power Group Corporation (formerly GreenMan Technologies, Inc.) (the “Company”) to Charles E. Coppa (the “Holder”). Terms used in this Amendment without definition which are defined in the Promissory Note have the same meanings in this Amendment as in the Promissory Note unless otherwise provided herein.
WHEREAS, the Company has previously issued the Promissory Note to the Holder and amended the Promissory Note on April 27, 2012;
WHEREAS, the Promissory Note shall remain in full force and effect with this Amendment No. 2; and
WHEREAS, the Company and the Holder now desire to further amend the Promissory Note;
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which the Parties hereby acknowledge, the Company and the Holder, intending to be legally bound, hereby agree as follows:
| 1. | The first paragraph of the Promissory Note is hereby amended by: |
| (a) | deleting the reference to “the second anniversary of the Closing (as defined below)” therein and replacing it with “September 30, 2014”; |
| (b) | Deleting the reference to “at a rate equal to twelve percent (12%) per annum” therein and replacing it with “at a rate equal to eight percent (8%) per annum”; and |
| (c) | deleting the following sentence at the end of such paragraph: |
“Notwithstanding the foregoing, commencing on the sale of at least $7,000,000 of Convertible Preferred Stock pursuant to that certain Securities Purchase Agreement by and among the Debtor and certain Purchasers (as defined therein) and the receipt by the Debtor of $7,000,000 before payment of applicable fees and expenses (the “Closing”), the interest rate on this Note shall be reduced from twelve percent (12%) per annum to eight percent (8%) per annum.”
2. The Holder waives any prior default under the Promissory Note.
3. Except as otherwise amended by this Amendment, all other terms and conditions of the Promissory Note shall remain in full force and effect.
4. This Amendment shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives as of the date first written above.
American Power Group Corporation
(Formerly known as GreenMan Technologies, Inc.)
By: /s/Maury Needham
Maury Needham
Chairman
HOLDER:
/s/Charles E. Coppa
Charles E. Coppa