X0306 4 2016-01-08 0 0000932699 AMERICAN POWER GROUP Corp APGI 0001649633 Arrow, LLC 2747 PARADISE ROAD, SUITE 3604 LAS VEGAS NV 89109 0 0 1 0 Common Stock, par value $.01 per share 2016-01-08 4 J 0 46047 0.1108 A 1289126 D Common Stock, par value $.01 per share 2016-01-08 4 J 0 451264 0.1108 A 1289126 D Series A 10% Convertible Preferred Stock 0.4 2016-01-08 4 J 0 20.4084 10000 D Common Stock, par value $.01 per share 510210 0 D Series B 10% Convertible Preferred Stock 0.4 2016-01-08 4 J 0 200 10000 D Common Stock, par value $.01 per share 5000000 0 D Series D-2 Convertible Preferred Stock 0.4 2016-01-08 4 J 0 220.4084 10000 A Common Stock, par value $.01 per share 5510210 220.4084 D Series C Convertible Preferred Stock 0.2 2016-01-08 4 J 0 155.795 10000 D Common Stock, par value $.01 per share 7789726 0 D Series D-3 Convertible Preferred Stock 0.2 2016-01-08 4 J 0 155.795 10000 A Common Stock, par value $.01 per share 7789726 155.795 D Series D Convertible Preferred Stock 0.1 2016-01-08 4 P 0 15 100000 A Common Stock, par value $.01 per share 15000000 15 D Common Stock Warrants (Right to Buy) 0.1 2016-01-08 4 P 0 15000000 0.1 A 2016-01-08 2021-01-08 Common Stock, par value $.01 per share 15000000 15000000 D Arrow, LLC received 451,264 shares of Common Stock as a payment-in-kind dividend on 200 shares of the Series B 10% Convertible Preferred Stock owned at the time of the dividend payment date. Arrow, LLC received 46,047 shares of Common Stock as a payment-in-kind dividend on 20.4084 shares of the Series A Preferred Stock owned at the time of the dividend payment date. Pursuant to the terms of the Securities Purchase Agreement, dated as of January 8, 2016, among American Power Group Corporation, Arrow, Associated Private Equity, and a third accredited investor identified on the signature pages thereto, Arrow exchanged all of the shares of Series A 10% Convertible Preferred Stock and Series B 10% Convertible Preferred Stock of American Power Group Corporation owned by Arrow for an equal number of shares of a new Series D 2 Convertible Preferred Stock. Shares of Series A 10% Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election. Shares of Series B 10% Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election. Shares of Series D-2 Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election. Shares of Series C Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election. Shares of Series D-3 Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election. Shares of Series D Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election. Pursuant to the terms of the Securities Purchase Agreement, dated as of January 8, 2016, among American Power Group Corporation, Arrow, Associated Private Equity, and a third accredited investor identified on the signature pages thereto, Arrow exchanged all of the shares of Series C Convertible Preferred Stock of American Power Group Corporation owned by Arrow for an equal number of shares of a new Series D-3 Convertible Preferred Stock. If American Power Group Corporation has not filed a certificate of amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware increasing the number of authorized shares of Common Stock from 200,000,000 to 350,000,000 shares by January 8, 2018, then the Warrants will remain exercisable until January 8, 2026. Matthew van Steenwyk, Director, on behalf of Arrow, LLC 2016-01-12