0001193125-14-154632 Sample Contracts

WIND POWER HOLDINGS, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT as of April 14, 2014
Adoption Agreement • April 23rd, 2014 • Northern Power Systems Corp. • 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”).

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ESCROW AGREEMENT
Escrow Agreement • April 23rd, 2014 • Northern Power Systems Corp. • 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).

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