Exhibit
10.7


AMENDMENT
NO. 3 TO REGISTRATION RIGHTS AGREEMENT


 


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.


 


WHEREAS,
on June 2, 2015, the Company issued certain Promissory Notes to certain purchasers (the “Original Purchasers”)
and, pursuant to the Agreement, granted certain registration rights to the Original Purchasers;


 


WHEREAS,
on August 24, 2015 and January 8, 2016, the Original Purchasers extended the rights under the Agreement to certain additional
parties (the “Investors”);


 


WHEREAS,
pursuant a Convertible Note Purchase Agreement dated as of the date hereof, by and among the Company and certain purchasers (the
“New Purchasers”), the Company has issued or will issue certain subordinated contingent convertible promissory
notes, which notes are convertible into shares of its Series E Convertible Preferred Stock, par value $1.00 per share (the “Series
E Preferred Stock”) and warrants to purchase shares of Common Stock (the “New Warrants”) to the New
Purchasers;


 


WHEREAS,
pursuant to a Forbearance, Waiver and Amendment Agreement dated as of the date hereof between the Company and WPU Leasing, LLC
(“WPU”), the Company has issued warrants to purchase shares of Common Stock (the “WPU Warrants”)
to WPU; and


 


WHEREAS,
the parties wish to extend the rights under the Agreement to the New Purchasers and to WPU;


 


NOW,
THEREFORE, in consideration of the agreements of the parties herein and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Company, the Original Purchasers, the Investors and each New Purchaser agree
as follows:


 


1.       Amendments.
Each of the New Purchasers, upon such New Purchaser’s execution of a counterpart signature page to this Amendment, is hereby
made a party to the Agreement, with all of the rights, and subject to all of the obligations, of a Purchaser. WPU, upon WPU’s
execution of a counterpart signature page to this Amendment, is hereby made a party to the Agreement, with all of the rights,
and subject to all of the obligations, of a Purchaser.


 


2.       Registrable
Securities. For the avoidance of doubt, all shares of Common Stock issued or issuable pursuant to the conversion of the Series
E Preferred Stock, the exercise of the New Warrants and the exercise of the WPU Warrants shall be deemed to be Registrable Securities.


 




    	 



    


    

 


3.       Agreement
to Remain in Force. Except as expressly amended by this Amendment, the terms of the Agreement, as previously amended, shall
remain in full force and effect hereafter.


 


4.       Effectiveness
of Amendment. This Amendment shall be effective upon its execution by the Company and by the other parties to the Agreement
holding (immediately prior to the execution of this Amendment) a majority of the Registrable Securities, at which time it shall
become binding on all of the parties to the Agreement.


 


5.       Counterparts.
This Amendment may be executed and delivered by original or facsimile signatures and in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to Registration Rights Agreement to be duly executed by their
respective authorized signatories as of the date first indicated above.


 


	 	American Power Group Corporation 
	 	 	 
	 	By:	/s/ Charles
    E. Coppa 
	 	Name:	Charles E. Coppa
	 	Title: 	Chief Financial
    Officer


 




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COUNTERPART
SIGNATURE PAGE TO


 


AMENDMENT
NO. 3 TO


 


REGISTRATION
RIGHTS AGREEMENT


 


The
undersigned agrees to become a “Purchaser” party to that certain Registration Rights Agreement (the “Agreement”),
dated as of June 2, 2015, as amended, by and among American Power Group Corporation and the other parties named therein, and agrees
to be bound by all of the provisions of the Agreement that apply to the Purchasers.


 


All
defined terms used but not defined herein shall have the meaning set forth in the Agreement.


 


IN
WITNESS WHEREOF, this counterpart signature page has been duly executed by or on behalf of the undersigned as of the date below
written.


 


	 	 	 
	 	Name:	 
	 	 	 
	 	Address:	 
	 	 	 


 


[Signature
pages of the other parties to this agreement are on file with 


American
Power Group Corporation and are intentionally omitted]


 




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