Form 8-K

8-K — Aureus Greenway Holdings Inc

Accession: 0001493152-26-033903

Filed: 2026-07-20

Period: 2026-07-17

CIK: 0002009312

SIC: 7997 (SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): July 17, 2026

Aureus

Greenway Holdings Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-42507

99-0418678

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

2995

Remington Boulevard

Kissimmee,

Florida

34744

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (407) 344 4004

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☒

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value

PUSA

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

First

Amendment Merger Agreement

Overview

July 17, 2026, Aureus Greenway Holdings Inc., a Nevada corporation (“Parent” or the “Company”),

entered into a First Amendment to Agreement and Plan of Merger (the “First Amendment”) by and among Parent, Aureus

Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), Autonomous Power

Corporation, a Delaware corporation (“Target”), and Andrew Fox, solely in his capacity as the representative, agent

and attorney-in-fact of the stockholders of Target (the “Stockholder Representative”).

The

First Amendment amends certain provisions of that certain Agreement and Plan of Merger, dated as of March 8, 2026 (the “Merger

Agreement”), by and among Parent, Merger Sub, Target and the Stockholder Representative. The Merger Agreement provides for,

among other things, the merger of Merger Sub with and into Target (the “Merger”), with Target surviving as a wholly

owned subsidiary of Parent, on the terms and subject to the conditions set forth in the Merger Agreement. The Merger Agreement was previously

filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”)

on March 9, 2026.

Merger

Consideration; Earn-Out Shares

Under

the original Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock

of Target (“Target Common Stock”) issued and outstanding immediately prior to the Effective Time (other than certain

excluded shares) was to be converted into the right to receive shares of common stock of Parent, par value $0.001 per share (“Parent

Common Stock”), at an exchange ratio of 599.18229 (the “Exchange Ratio”). In addition, the former stockholders

of Target were entitled to receive up to 42,500,000 shares of Parent Common Stock (adjusted to 50,000,000 shares because the Company

PIPE (as defined in the Merger Agreement) was consummated prior to the Closing) as earn-out shares (“Earn-Out Shares”)

upon the occurrence of certain earn-out triggering events during the earn-out period specified in the Merger Agreement.

The

First Amendment amends the Merger Agreement to increase the aggregate Earn-Out Shares to 55,000,000 shares of Parent Common Stock, all

of which shall be deemed fully earned, vested and non-contingent as of the closing of the Merger (the “Closing”) and

shall be issued and distributed to or on behalf of the stockholders of Target in accordance with a final earn-out spreadsheet (the “Earn

Out Spreadsheet”) at the Closing, without regard to whether any earn-out triggering event has occurred. From and after the

Closing, there shall be no remaining performance condition, market-price condition, revenue condition or other contingency applicable

to the Earn-Out Shares.

addition, the First Amendment provides that the Exchange Ratio remains unchanged at 599.18229 shares of Parent Common Stock per share

of Target Common Stock. The definition of “Merger Consideration” is amended to mean such per-share amount together with any

Earn-Out Shares issued pursuant to Section 2.6 of the Merger Agreement, as amended.

Conditions

to Closing; Regulatory Matters

The

consummation of the Merger is subject to the satisfaction or waiver of certain customary conditions, including, among others: (i) the

effectiveness of a registration statement on Form S-4 to be filed by Parent with the SEC to register shares of Parent Common Stock to

be issued in the Merger; (ii) the mailing to Parent’s stockholders of an information statement on Schedule 14C pursuant to Regulation

14C (the “Information Statement”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)

describing the Parent Voting Matters (as defined below); (iii) the receipt of the required approval of Target’s stockholders; (iv)

the receipt of the required approval of Parent’s stockholders with respect to certain matters related to the Merger (the “Parent

Voting Matters”); (v) the approval for listing on the Nasdaq Stock Market LLC (“Nasdaq”) of the shares of

Parent Common Stock to be issued in connection with the Merger; (vi) the absence of any law, order, or injunction prohibiting consummation

of the Merger; (vii) the accuracy of the representations and warranties of the other party (subject to certain materiality qualifiers)

and material compliance by the other party with its covenants and agreements under the Merger Agreement; (viii) the absence of a material

adverse effect with respect to either party; (ix) the consummation of the Parent Financing (as defined below); and (x) the expiration

or termination of any waiting period (and any extension thereof) applicable to the Transactions under the Hart-Scott-Rodino Antitrust

Improvements Act of 1976, as amended (the “HSR Act”), and the absence of any law or order under the HSR Act that is

in effect and enjoins, restrains, or otherwise prohibits consummation of the Transactions .

The

First Amendment further provides that, if any filing is required under the HSR Act in connection with the Transactions, the Closing shall

not occur earlier than the later of (i) the date otherwise determined pursuant to Section 1.2 of the Merger Agreement and (ii) the date

that is 45 days after the date of the First Amendment, unless Parent determines in good faith that the HSR Act condition has been satisfied

or waived and that an earlier Closing is permitted under applicable law.

Termination

The

First Amendment amends the termination provisions to provide that if all conditions have been satisfied (or, in the case of conditions

to be satisfied at the Closing, are capable of being satisfied) as of the End Date, other than the antitrust approvals condition or any

timing requirement resulting from an amendment or supplement to the Information Statement or Form S-4 related to the First Amendment,

then the End Date shall automatically be extended until the date that is 45 days following the End Date.

Tax

Treatment

The

Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the Merger Agreement

has been adopted as a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.

Additional

Information Regarding the Merger Agreement

The

foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full

text of the Merger Agreement, which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with

the SEC on March 9, 2026 and is incorporated herein by reference. The foregoing description of the First Amendment does not purport to

be complete and is qualified in its entirety by reference to the full text of the First Amendment, which is filed as Exhibit 2.1 to this

Current Report on Form 8-K and is incorporated herein by reference. The Merger Agreement, as amended by the First Amendment, remains

in full force and effect. The Merger Agreement and the First Amendment have been filed to provide investors and security holders with

information regarding their terms. They are not intended to provide any other factual information about Parent, Target, or their respective

subsidiaries and affiliates. The representations, warranties, and covenants contained in the Merger Agreement, as amended by the First

Amendment, were made only for purposes of the Merger Agreement, were made as of specific dates, were made solely for the benefit of the

parties to the Merger Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified

by confidential disclosures made for the purposes of allocating contractual risk between the parties rather than establishing matters

as facts. Investors and security holders should not rely on the representations, warranties, and covenants or any descriptions thereof

as characterizations of the actual state of facts or conditions of Parent, Target, or any of their respective subsidiaries or affiliates.

Forward-Looking

Statements

This

current report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These

statements include, but are not limited to, statements regarding the proposed business combination and anticipated benefits thereof,

including future financial and operating results, statements related to the expected timing of the completion of the transactions, including

the private placements and the expected use of proceeds thereof, the plans, objectives, expectations and intentions of either company

or of the combined company following the merger, anticipated future results of either company or of the combined company following the

merger, the anticipated benefits and strategic and financial rationale of the merger and other statements that are not historical facts.

Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “targets,”

“scheduled,” “plans,” “intends,” “goal,” “anticipates,” “expects,”

“believes,” “forecasts,” “outlook,” “estimates,” “potential,” or “continue”

or negatives of such terms or other comparable terminology. The forward-looking statements are based on current expectations and assumptions

believed to be reasonable, but there is no assurance that they will prove to be accurate.

All

forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements

of the Company or Target to differ materially from any results expressed or implied by such forward-looking statements. Such factors

include, among others, (1) the risk of delays in consummating the potential transaction, including as a result of required regulatory

and shareholder approvals, including antitrust clearance under the HSR Act and Nasdaq listing requirements, which may not be obtained

on the expected timeline, or at all, (2) the risk of any event, change or other circumstance that could give rise to the termination

of the Merger Agreement, as amended, (3) the possibility that any of the anticipated benefits and projected synergies of the potential

transactions will not be realized or will not be realized within the expected time period, (4) the limited operational history of Target

as a combined organization and integration risks of acquired businesses, (5) diversion of management’s attention or disruption

to the parties’ businesses as a result of the announcement and pendency of the transaction, including potential distraction of

management from current plans and operations of the Company or Target and the ability of the Company or Target to retain and hire key

personnel, (6) reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners

to the transaction, (7) the possibility that the transaction may be more expensive to complete than anticipated, including as a result

of unexpected factors or events, (8) the outcome of any legal or regulatory proceedings that may be instituted against the Company or

Target related to the Merger Agreement or the transaction, (9) the risks associated with third party contracts containing consent and/or

other provisions that may be triggered by the proposed transaction, (10) legislative, regulatory, political, market, economic and other

conditions, developments and uncertainties affecting the Company’s or Target’s businesses, (11) the evolving legal, regulatory,

tax, and international trade regimes, (12) the nature, cost and outcome of potential litigation and other legal proceedings, including

any such proceedings related to the transactions, (13) restrictions during the pendency of the proposed transaction that may impact the

Company’s or Target’s ability to pursue certain business opportunities or strategic transactions, and (14) unpredictability

and severity of catastrophic events, including, but not limited to, extreme weather, natural disasters, acts of terrorism or outbreak

of war or hostilities, as well as the Company’s and Target’s response to any of the aforementioned factors.

Additional

factors which could affect future results of the Company and Target can be found in the Company’s Annual Report on Form 10-K, Quarterly

Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov.

Neither Target nor the Company undertakes any obligation to update forward-looking statements, except as required by law.

Important

Additional Information and Where to Find It

connection with the transactions, Parent will file a registration statement on Form S-4 with the SEC, which will include an information

statement and preliminary prospectus of Parent. After the registration statement on Form S-4 is declared effective, Parent will mail

to its stockholders a definitive information statement. Additionally, Parent expects to file other relevant materials in connection with

the merger with the SEC. Investors and security holders are urged to read the registration statement on Form S-4 and joint information

statement/prospectus when they become available (and any other documents filed with the SEC in connection with the transactions or incorporated

by reference into the joint information statement/prospectus) because such documents will contain important information regarding the

proposed transactions and related matters. Investors and security holders may obtain free copies of these documents and other documents

filed with the SEC by Parent through the website maintained by the SEC at http://www.sec.gov or at Parent’s website at https://www.aureusgreenway.com/secfilings.

Offer or Solicitation

This

document is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation

of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any

jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section

10 of the U.S. Securities Act of 1933, as amended.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

The

following exhibits are being filed herewith:

Exhibit

No.

Description

2.1

First Amendment to the Agreement and Plan of Merger, dated as of July 17, 2026, by and among Aureus Greenway Holdings Inc., Aureus Merger Sub Inc., Autonomous Power Corporation, and Andrew Fox, solely in his capacity as the Stockholder Representative

104

Cover

Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

July 20, 2026

Aureus

Greenway Holdings Inc.

By:

/s/

Matthew J. Saker

Name:

Matthew

J. Saker

Title:

Interim

Chief Executive Officer and Director

EX-2.1

Filename: ex2-1.htm · Sequence: 2

Exhibit

2.1

FIRST

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

This

First Amendment to Agreement and Plan of Merger (this “Amendment”) is made as of July 17, 2026, by and among Aureus

Greenway Holdings Inc., a Nevada corporation (“Parent”), Aureus Merger Sub Inc., a Delaware corporation and direct

wholly owned subsidiary of Parent (“Merger Sub”), Autonomous Power Corporation, a Delaware corporation (the “Company”

and, together with Parent and Merger Sub, the “Parties”), and Andrew Fox, solely in his capacity as the representative,

agent and attorney-in-fact of the Company Stockholders (in such capacity, the “Stockholder Representative”).

WHEREAS,

reference is hereby made to that certain Agreement and Plan of Merger, dated as of March 8, 2026 (the “Execution Date”),

by and among Parent, Merger Sub, the Company and the Stockholder Representative (the “Merger Agreement”);

WHEREAS,

the Merger Agreement provides, among other things, that Parent shall issue or cause to be issued to the Company Stockholders up to 42,500,000

shares of Parent Common Stock (adjusted to 50,000,000 shares because the Company PIPE has been consummated prior to the Closing) as Earn

Out Shares upon the occurrence of an Earn Out Triggering Event;

WHEREAS,

prior to the date hereof, the Company has entered into that certain purchase agreement, dated as of June 16, 2026, by and among the Company,

Stonebridge Investments Holdings LLC and Ziv Marom (the “Repurchase Agreement”), pursuant to which the Company has repurchased

8,345 shares of Company Common Stock held by Stonebridge Investments Holdings LLC (the “Repurchased Shares”), with such shares

being held as treasury shares;

WHEREAS,

in connection with additional investments made in the Company, additional business opportunities, and the decrease in Company shares

outstanding pursuant to the Repurchase Agreement, the Parties desire to accelerate the vesting of the Earn Out Shares and increase the

aggregate Merger Consideration issuable to the Company Stockholders to 55,000,000 Earn Out Shares, all of which shall be deemed earned,

vested and non-contingent and issuable at the Closing in accordance with the Earn Out Spreadsheet without regard to whether any Earn

Out Triggering Event has occurred;

WHEREAS,

in accordance with Section 8.8 of the Merger Agreement, the Parties desire to amend the provisions of the Merger Agreement relating to

the Earn Out Shares to achieve the purpose described above; and

WHEREAS,

capitalized terms used, but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Merger Agreement.

NOW,

THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties hereto hereby agree as follows:

Amendments to the Merger Agreement.

(a)

Section 1.2 of the Merger Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding anything

to the contrary in this Agreement, if any filing is required under the HSR Act in connection with the Transactions, the Closing shall

not occur earlier than the later of (i) the date otherwise determined pursuant to this Section 1.2 and (ii) the date that is forty-five

days after the date of the Amendment, unless Parent determines in good faith that the condition set forth in Section 6.1(h) has

been satisfied or waived and that an earlier Closing is permitted under applicable Law.”

(b)

Section 2.1(a)(i) of the Merger Agreement is hereby deleted in its entirety and replaced as follows:

“(i)

each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares) automatically

shall be converted into the right to receive 599.18229 (the “Exchange Ratio”) validly issued, fully paid and nonassessable

shares of Parent Common Stock (such per-share amount together with any Earn Out Shares issued pursuant to Section 2.6, the “Merger

Consideration”);”1

(c)

Section 2.1(b) of the Merger Agreement is hereby deleted in its entirety and replaced as follows:

“(b)

Conversion of Company Common Stock. All shares of Company Common Stock that have been converted pursuant to Section 2.1(a)(i)

shall be canceled automatically and shall cease to exist, and the holders of (i) certificates which immediately before the Effective

Time represented such shares (the “Company Stock Certificates”) or (ii) shares represented by book-entry (the “Company

Book-Entry Shares”) shall cease to have any rights with respect to those shares, other than the right to receive the Merger

Consideration in accordance with Section 2.2 and the number of Earn Out Shares in the Earn Out Spreadsheet, in accordance with

Section 2.6.”

(d)

Section 2.5(a) of the Merger Agreement is hereby deleted in its entirety and replaced as follows:

“(a)

Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately

prior to the Effective Time, the holder of which has neither voted in favor of the Merger or consented thereto in writing pursuant to

Section 228 of the DGCL and which are held by stockholders who have demanded appraisal rights for such shares of Company Common Stock

in accordance with the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right

to receive that portion of the Merger Consideration, including that portion of the Earn Out Shares issuable pursuant to Section 2.6,

attributable to such Dissenting Shares. At the Effective Time, the Dissenting Shares shall be canceled and shall cease to exist and the

holders of the Dissenting Shares shall be entitled solely to the right to receive payment of the appraised value of such shares of Company

Common Stock held by them immediately prior to the Effective Time in accordance with the DGCL, unless and until such holders fail to

perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares held by stockholders who

shall have failed to perfect or shall have effectively withdrawn or lost their right to appraisal of such shares of Company Common Stock

under the DGCL (whether occurring before, at or after the Effective Time) shall thereupon be deemed to be converted into, as of the Effective

Time, the right to receive the portion of the Merger Consideration, including that portion of the Earn Out Shares issuable pursuant to

Section 2.6, in each case without interest, attributable to such Dissenting Shares upon their surrender in the manner provided

in Section 2.1.”

(e)

Section 2.6 of the Merger Agreement is hereby deleted in its entirety and replaced as follows:

“(a)

As additional consideration for the Merger and the other Transactions, and subject to the delivery of the Earn Out Spreadsheet in accordance

with this Section 2.6, 55,000,000 shares of Parent Common Stock (the “Earn Out Shares”) shall be deemed fully

earned, vested and non-contingent as of the Closing and shall be issued and distributed to or on behalf of the Company Stockholders in

accordance with the Earn Out Spreadsheet at the Closing. For the avoidance of doubt, the Repurchased Shares shall not be entitled to

receive any Merger Consideration, Earn Out Shares or other consideration under the Merger Agreement and from and after the Closing, there

shall be no remaining performance condition, market-price condition, revenue condition or other contingency applicable to the Earn Out

Shares.

(b)

Parent shall issue the Earn Out Shares at the Closing in accordance with the final Earn Out Spreadsheet delivered by the Company to Parent

no later than five Business Days prior to the Closing Date and reasonably acceptable to Parent. Parent shall take such actions as are

reasonably requested by the Stockholder Representative to evidence the issuance pursuant to Section 2.6(a) at the Closing, including

through the provision of an updated stock ledger showing such issuance as certified by an officer of Parent responsible for maintaining

such ledger or the applicable registrar or transfer agent of Parent, provided that Parent shall have no obligation to issue any

Earn Out Shares except in accordance with the final Earn Out Spreadsheet.

(c)

Equitable Adjustment. In the event Parent shall at any time prior to the Closing, pay any dividend on Parent Common Stock by the

issuance of additional Parent Common Stock, or effect a subdivision, recapitalization, split, or combination, exchange or consolidation

of the outstanding Parent Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Parent Common

Stock, then the number of shares of Parent Common Stock earned and issued pursuant to ‎Section 2.6(a) shall be equitably adjusted

to provide to such Company Stockholders the same economic effect as contemplated by this Agreement prior to such event.

(d)

Tax Treatment of Earn Out Shares. The issuance of Earn Out Shares shall be treated as an adjustment to the Merger Consideration

by the Parties for Tax purposes, unless otherwise required by applicable Law.

(e)

Earn Out Spreadsheet. Notwithstanding anything to the contrary in this Agreement, (i) it is expressly acknowledged and agreed

that Parent and its Affiliates shall be entitled to rely on the Earn Out Spreadsheet and any update thereto, without any obligation to

investigate or verify the accuracy or correctness thereof, and to issue Earn Out Shares in accordance therewith, (ii) in no event will

Parent or any of its Affiliates have any Liability to any Person, including the Stockholder Representative and each of the equityholders

of the Company, in connection with any claims relating to any alleged inaccuracy or miscalculations in, or otherwise relating to, the

preparation of the Earn Out Spreadsheet and any update thereto, the allocation set forth therein or issuances made by any Person in accordance

therewith, and (iii) the Company and the Stockholder Representative shall be solely responsible for the accuracy, completeness and allocation

methodology reflected in the Earn Out Spreadsheet, including the treatment of the Repurchased Shares and the allocation of the Earn Out

Shares among the Company Stockholders.”

(f)

Section 5.7 of the Merger Agreement is hereby deleted in its entirety and replaced as follows:

“Nasdaq

Listing. Parent will use its reasonable best efforts to cause the shares of Parent Common Stock being issued in connection with the

Transactions, including the Earn Out Shares issuable pursuant to Section 2.6, to be approved for listing (subject to notice of

issuance) on Nasdaq at or after the Effective Time. Parent shall take all necessary actions and use commercially reasonable efforts to

remain listed as a public company on the Nasdaq.”

(g)

Section 3.3 of the Merger Agreement is hereby amended by deleting the word “and” at the end of clause (a) thereof, replacing

clause (b) with “(b) any filings required under the HSR Act and the expiration or termination of any waiting period applicable

to the Transactions under the HSR Act; and” and adding the following: “(c) such other Governmental Authorizations, where

the failure to obtain such Governmental Authorizations would not, individually or in the aggregate, reasonably be expected to have a

Company Material Adverse Effect.”

(h)

Section 4.3 of the Merger Agreement is hereby amended by deleting the word “and” at the end of clause (c) thereof, replacing

clause (d) with “(d) any filings required under the HSR Act and the expiration or termination of any waiting period applicable

to the Transactions under the HSR Act; and” and adding the following: “(e) such other Governmental Authorizations, where

the failure to obtain such Governmental Authorizations would not, individually or in the aggregate, reasonably be expected to have a

Parent Material Adverse Effect.”

(i)

Section 5.10(a) of the Merger Agreement is hereby deleted in its entirety and replaced as follows:

“(a)

Subject to the terms and conditions of this Agreement, Parent and the Company shall (and shall cause their respective Subsidiaries to)

each use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate

with the other parties in doing all things necessary, proper or advisable under applicable Laws to (i) make any necessary filings promptly

after signing of this Agreement, including any filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,

and the rules and regulations promulgated thereunder (the “HSR Act”), and obtain all necessary actions, waivers, registrations,

permits, authorizations, orders, consents and approvals from Governmental Authorities, the expiry or early termination of any applicable

waiting periods, and make all necessary registrations and filings (including filings with Governmental Authorities, if any) and take

all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental

Authorities, in order to consummate the Transactions as promptly as practicable and in any event prior to the End Date, and (ii) deliver

required notices or any necessary additional instruments to, and obtain required consents, waivers or any additional instruments necessary

from, Third Parties in order to consummate the Transactions as promptly as practicable and in any event prior to the End Date.”

(j)

Section 5.10 of the Merger Agreement is hereby amended by adding the following new subsection (c) at the end thereof:

“(c)

Parent shall not, and shall cause its Subsidiaries and other controlled Affiliates not to, other than in the ordinary course of business

or as otherwise contemplated by this Agreement, knowingly acquire or agree to acquire any material assets, equity interests, or business,

if such acquisition would be reasonably likely to prevent the obtaining of any action (or non-action), decision, order or consent of

any Governmental Authority under the HSR Act, or the expiration or termination of any applicable HSR Act waiting period, necessary to

consummate the transactions contemplated hereby.”

(k)

Section 5.12 of the Merger Agreement is hereby deleted in its entirety and replaced as follows:

“Fees

and Expenses. Except as explicitly provided otherwise in this Agreement, whether or not the Transactions are consummated, all expenses

(including those payable to Representatives) incurred by any Party or on its behalf in connection with this Agreement and the Transactions

(“Expenses”) shall be paid by the Party incurring those Expenses; provided that, notwithstanding the foregoing,

Parent and the Company shall each bear and pay 50% of the HSR Act filing fee payable in connection with the Transactions. To the extent

either Party pays more than its 50% share of such HSR Act filing fee, the other Party shall reimburse such excess amount within five

Business Days after receipt of reasonable documentation thereof. Each Party shall bear its own attorneys’, accountants’ and

other advisors’ fees and expenses incurred in connection with any HSR Act filing or related antitrust review.”

(l)

Section 6.1 of the Merger Agreement is hereby amended by adding the following new subsection (h) at the end thereof:

“(h)

Antitrust Approvals. Any waiting period (and any extension thereof) applicable to the Transactions under the HSR Act shall have

expired or been terminated, and no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Order

under the HSR Act that is in effect and enjoins, restrains or otherwise prohibits consummation of the Transactions.”

(m)

Section 7.1(b) of the Merger Agreement is hereby amended by adding the following proviso immediately before the semicolon at the end

thereof: “; provided, further, that if all conditions have been satisfied (or, in the case of conditions to be satisfied

at the Closing, are capable of being satisfied) as of the End Date, other than Section 6.1(h) (Antitrust Approvals) or any timing

requirement under Section 6.1(d) resulting from an amendment or supplement to the Information Statement or Form S-4 related to

this Amendment, then the End Date shall automatically be extended until the date that is forty-five days following the End Date;”

(n)

Section 6.3(h) of the Merger Agreement is hereby deleted in its entirety and replaced with “[Reserved.]”2

(o)

Section 6.2 of the Merger Agreement is hereby amended by adding the following new subsection (g):

i. “(g)

Repurchase Agreement. Parent shall have received evidence reasonably satisfactory

to Parent that the transactions contemplated by the Repurchase Agreement have been consummated

in accordance with its terms to date, including evidence that the Repurchased Shares have

been purchased by the Company and are held as treasury shares or otherwise constitute Excluded

Company Shares such that the Repurchased Shares are not entitled to receive Merger Consideration,

Earn Out Shares or any other consideration under this Agreement.”

(p)

Annex I of the Merger Agreement is hereby amended to add the following definition:

i. “HSR

Act” .....................................................................................5.10(a)”

(q)

Annex I of the Merger Agreement is hereby amended to remove the following definitions:

i. “Earn

Out Period”

ii. “Earn

Out Triggering Event”

iii. “Tier

1 Earn Out Shares”

iv. “Tier

2 Earn Out Shares”

v. “Tier

3 Earn Out Shares”

vi. “Tier

4 Earn Out Shares”

vii. “Tier

5 Earn Out Shares”

Effect on Merger Agreement. The Merger Agreement (as amended by this Amendment) remains in full force and effect.

Miscellaneous. Article VIII of the Merger Agreement shall apply to this Amendment, mutatis mutandis, as if it had

been fully set forth herein.

* * *

WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

PARENT

AUREUS

GREENWAY HOLDINGS INC.

By:

/s/

Matthew J. Saker

Name:

Mattthew

J. Saker

Title:

Interim

Chief Executive Officer and Director

MERGER

SUB

AUREUS

MERGER SUB INC.

By:

/s/

Matthew J. Saker

Name:

Mattthew

J. Saker

Title:

Sole

Director and President

[Signature

Page to First Amendment to Agreement and Plan of Merger]

WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

COMPANY

AUTONOMOUS

POWER CORPORATION

By:

/s/

Jim Biehl

Name:

Jim

Biehl

Title:

Chief

Legal Officer and Secretary

STOCKHOLDER

REPRESENTATIVE

MR.

ANDREW FOX

By:

/s/

Mr. Andrew Fox

Name:

Mr.

Andrew Fox

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