0001193125-14-154632 Sample Contracts

WIND POWER HOLDINGS, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT as of April 14, 2014

Investors’ Rights Agreement • April 23rd, 2014 • Northern Power Systems Corp. • New York

• Contract Type
  Investors’ Rights Agreement
• Filed
  April 23rd, 2014
• Company
  Northern Power Systems Corp.
• Jurisdiction
  New York

This Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 14th day of April, 2014, by and among WIND POWER HOLDINGS, INC., a Delaware corporation (“Wind Power”), and the investors party hereto and listed on Schedule A attached hereto, as such Schedule may be amended in accordance with Sections 3.3 and 3.4 hereof (collectively referred to herein as the “Investors” and individually as an “Investor”).

ESCROW AGREEMENT

Escrow Agreement • April 23rd, 2014 • Northern Power Systems Corp. • Ontario

• Contract Type
  Escrow Agreement
• Filed
  April 23rd, 2014
• Company
  Northern Power Systems Corp.
• Jurisdiction
  Ontario

This Agreement is being entered into by the Parties under National Policy 46-201 Escrow for Initial Public Offerings (the Policy) in connection with the closing of the qualifying transaction between the Issuer and Wind Power Holdings, Inc. (the “QT”). The Issuer is an “established issuer” (as defined in the Policy).