SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 19th, 2009 • A-Power Energy Generation Systems, Ltd. • Services-engineering services • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of June __, 2009, by and among A-Power Energy Generation Systems, Ltd., a company organized under the laws of British Virgin Islands, with headquarters located at No. 44 Jingxing Road, Tiexi District, Shenyang Liaoning Province, China 110021 (the "Company") and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
PLEDGE AGREEMENTPledge Agreement • June 19th, 2009 • A-Power Energy Generation Systems, Ltd. • Services-engineering services • New York
PLEDGE AGREEMENT (this "Agreement"), dated as of June __, 2009, made by Jinxiang Lu, a natural person in his personal capacity and not in his capacity as an officer, director, employee or agent of the Company or any of its Subsidiaries, with a principal residence at [ ](the "Pledgor"), in favor of Hudson Bay Fund LP, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").
PUT AGREEMENTPut Agreement • June 19th, 2009 • A-Power Energy Generation Systems, Ltd. • Services-engineering services • New York
PUT AGREEMENT (the "Agreement"), dated as of June __, 2009, by and among Jinxiang Lu, a natural person in his personal capacity and not in his capacity as an officer, director, employee or agent of the Company or any of its Subsidiaries (the "Shareholder"), _________ (the "Investor") and A-Power Energy Generation Systems, Ltd., a company incorporated under the laws of the British Virgin Islands, with headquarters located at No. 44 Jingxing Road, Tiexi District, Shenyang, Liaoning Province, China 110021 (the "Company").
VOTING AGREEMENTVoting Agreement • June 19th, 2009 • A-Power Energy Generation Systems, Ltd. • Services-engineering services • New York
VOTING AGREEMENT, dated as of June __, 2009 (this "Agreement"), by and among A-Power Energy Generation Systems, Ltd., a company incorporated under the laws of the British Virgin Islands (the "Company"), and the stockholders listed on the signature pages hereto under the heading "Stockholders" (each, a "Stockholder" and collectively, the "Stockholders").
A-POWER ENERGY GENERATION SYSTEMS, LTD. Form of Lock-Up Agreement June __, 2009Lock-Up Agreement • June 19th, 2009 • A-Power Energy Generation Systems, Ltd. • Services-engineering services • New York
This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the "Purchase Agreement"), dated as of June __, 2009 by and among A-Power Energy Generation Systems, Ltd. (the "Company") and the investors party thereto (the "Buyers"), with respect to the issuance of (i) senior convertible notes of the Company (the "Notes"), which will, among other things, be convertible into shares of the Company's common shares, $0.0001 par value per share (the "Common Shares", as converted, the "Conversion Shares") in accordance with the terms of the Notes and (ii) warrants which will be exercisable to purchase Common Shares. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 19th, 2009 • A-Power Energy Generation Systems, Ltd. • Services-engineering services • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June __, 2009, by and among A-Power Energy Generation Systems, Ltd., a company incorporated under the laws of the British Virgin Islands, with headquarters located at No. 44 Jingxing Road, Tiexi District, Shenyang, Liaoning Province, China 110021(the "Company"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").
A-Power Energy Generation Systems, Ltd. No. 44 Jingxing Road Tiexi District Shenyang, Liaoning, China 110021Securities Purchase Agreement • June 19th, 2009 • A-Power Energy Generation Systems, Ltd. • Services-engineering services • New York
Reference is hereby made to that certain Securities Purchase Agreement, dated June 19, 2009 (the “Securities Purchase Agreement”), between A-Power Energy Generation Systems, Ltd., a British Virgin Islands company (the “Company”) and the buyers named on the Schedule of Buyers thereto (the “Buyers”), pursuant to which the Company has agreed to sell senior convertible notes in the aggregate principal amount of $40,000,000 (the “Notes”) and warrants to purchase common shares of the Company (the “Common Shares”).
