REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2010 • A-Power Energy Generation Systems, Ltd. • Services-engineering services • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 21, 2010, 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").
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 • December 2nd, 2009 • A-Power Energy Generation Systems, Ltd. • Services-engineering services • New York
PLEDGE AGREEMENT (this "Agreement"), dated as of June 19, 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 Building No. 45, Hepan Garden, No. 215, Qingnian Street, Shenhe District, Shenyang, People's Republic of China (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").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 21st, 2010 • A-Power Energy Generation Systems, Ltd. • Services-engineering services • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 21, 2010, 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").
PUT AGREEMENTPut Agreement • December 2nd, 2009 • A-Power Energy Generation Systems, Ltd. • Services-engineering services • New York
PUT AGREEMENT (the "Agreement"), dated as of June 19, 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 • December 2nd, 2009 • A-Power Energy Generation Systems, Ltd. • Services-engineering services • New York
VOTING AGREEMENT, dated as of June 19, 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. June 19, 2009A-Power Energy Generation Systems, Ltd. • December 2nd, 2009 • Services-engineering services
This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the "Purchase Agreement"), dated as of June 18, 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 • December 2nd, 2009 • A-Power Energy Generation Systems, Ltd. • Services-engineering services • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 18, 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").
Agreement for Product Design & Development and Licensing of Wind Turbine Technology of T93x (T8x) entered into this day, December 30th, 2009 by and between A-Power Energy Generation Systems Ltd. (the "Licensee") and W2E Technologies GmbH (the "Licensor")A-Power Energy Generation Systems, Ltd. • March 31st, 2010 • Services-engineering services
This agreement for the product design, development and licensing of wind turbine technology (the "Agreement") is made and entered into this 30th of December 2009, by and between:
Cooperation AgreementCooperation Agreement • October 12th, 2007 • China Energy Technology LTD • Services-engineering services
A-Power Energy Generation Systems, Ltd. No. 44 Jingxing Road Tiexi District Shenyang, Liaoning, China 110021A-Power Energy Generation Systems, Ltd. • December 2nd, 2009 • 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”).
A-POWER ENERGY GENERATION SYSTEMS, LTD. January 21, 2010A-Power Energy Generation Systems, Ltd. • January 21st, 2010 • Services-engineering services
This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the "Purchase Agreement"), dated as of January 21, 2010 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) the Company's common shares, par value $0.0001 per share (the "Common Shares") and (ii) two series of warrants, to purchase Common Shares. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
JOINT VENTURE FRAMEWORK AGREEMENT BETWEEN UNITED STATES RENEWABLE ENERGY GROUP WIND PARTNERS I, LLC AND SHENYANG POWER GROUP COMPANY LIMITED Dated as of October 29, 2009Joint Venture Framework Agreement • November 4th, 2009 • A-Power Energy Generation Systems, Ltd. • Services-engineering services • Texas
This is a Joint Venture Framework Agreement (together with all Attachments and Exhibits and amendments to it, this "Agreement") between United States Renewable Energy Group Wind Partners I LLC, a Delaware limited liability company ("USREG Wind"), and Shenyang Power Group Company Limited, a Chinese company ("Shenyang"), dated as of October 29, 2009 (the "Initial Effective Date").
NORWIN INTERNATIONAL TECHNOLOGY LICENSE AGREEMENT FOR LICENSING OUTSIDE THE EU/EEA BETWEEN:A-Power Energy Generation Systems, Ltd. • June 30th, 2009 • Services-engineering services
WHEREAS, Liaoning Gaoke Energy Group, a company established according to the laws of People's Republic Of China, wishes to use technology of NORWIN wind turbine to establish a wind turbine company in Shenyang to exploit the market for wind turbines.
A-Power Energy Generation Systems, Ltd. No. 44 Jingxing Road, Tiexi District, Shenyang Liaoning Province China 110021A-Power Energy Generation Systems, Ltd. • December 31st, 2009 • Services-engineering services
In connection with the execution, delivery and performance of the Conversion Agreement dated as of December 30, 2009 between A-Power Energy Generation Systems, Ltd., (the “Company”) and you, the Investor (the “Conversion Agreement”) the Company hereby requests your agreement to the following confirmations:
COOPERATION AGREEMENT BETWEENCooperation Agreement • November 20th, 2009 • A-Power Energy Generation Systems, Ltd. • Services-engineering services • Texas
This is a Cooperation Agreement (this "Agreement") between United States Renewable Energy Group, LLC, a Delaware limited liability company ("USREG"), and A-Power Energy Generation Systems, Ltd., a British Virgin Islands company ("A-Power"), dated as of November 16, 2009 (each, a “Party” and collectively, the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2009 • A-Power Energy Generation Systems, Ltd. • Services-engineering services • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of June 18, 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").
Technology License Use Agreement entered into this day, day of by and among LIAONING GAOKE ENERGY GROUP (GAOKE) located at No.64 Huanghai Road Yuhong District Shenyang City, CHINA, Represented by President Lü Jinxiang And NORWIN A/S (Norwin) located...Technology License Use Agreement • June 30th, 2009 • A-Power Energy Generation Systems, Ltd. • Services-engineering services
In view of the INTERNATIONAL TECHNOLOGY LICENSE AGREEMENT FOR LICENSING OUTSIDE THE EU/EEA signed on February 16th, 2007 between LIAONING GAOKE ENERGY GROUP and NORWIN A/S and in view that SHENYANG GOLD LUCKY ELECTRIC POWER EQUIPMENTS CO., LTD. is the actual Know-How user and has built up a wind turbine generation system facility for it. In this respect, LIAONING GAOKE ENERGY GROUP and NORWIN A/S both agree to transfer this Know-How to SHENYANG GOLD LUCKY ELECTRIC POWER EQUIPMENTS CO., LTD. free of charge. SHENYANG GOLD LUCKY ELECTRIC POWER EQUIPMENTS CO., LTD. promises to perform all the responsibilities and obligations of LIAONING GAOKE ENERGY GROUP stipulated in the INTERNATIONAL TECHNOLOGY LICENSE AGREEMENT FOR LICENSING OUTSIDE THE EU/EEA signed on February 16th, 2007, between LIAONING GAOKE ENERGY GROUP and NORWIN A/S, including but not limited to all the frame contracts, agreements, letters of intent and contracts concerning all the documentation of wind turbine generation syste
Stock Purchase AgreementStock Purchase Agreement • December 2nd, 2009 • A-Power Energy Generation Systems, Ltd. • Services-engineering services
Liaoning GaoKe Energy Group Company Limited, (“GaoKe”) a company incorporated under the laws of China and having its registered office at No.44 Tiexi District Jingxiang North Street Shenyang City, China;
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BETWEEN UNITED STATES RENEWABLE ENERGY GROUP WIND PARTNERS I, LLC AND SHENYANG POWER GROUP COMPANY LIMITED Dated as of December 16, 2009Limited Liability Company Agreement • March 31st, 2010 • A-Power Energy Generation Systems, Ltd. • Services-engineering services • New York
This Amended and Restated Limited Liability Company Agreement (together with all Attachments, Schedules and Exhibits, and any amendments to it that may be entered into from time to time, this “Agreement”) is between United States Renewable Energy Group Wind Partners I, LLC, a Delaware limited liability company (“USREG Wind”), and Shenyang Power Group Company Limited, a Chinese limited liability company (“Shenyang”), dated as of December 16, 2009 (the “Effective Date”).
VOTING AGREEMENTVoting Agreement • January 21st, 2010 • A-Power Energy Generation Systems, Ltd. • Services-engineering services • New York
VOTING AGREEMENT, dated as of January 21, 2010 (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 "Shareholders" (each, a "Shareholder" and collectively, the "Shareholders").
A-Power Energy Generation Systems, Ltd. No. 44 Jingxing Road Tiexi District Shenyang, Liaoning, China 110021A-Power Energy Generation Systems, Ltd. • June 19th, 2009 • 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”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (TEXAS A WIND LLC)Limited liability Company Agreement • March 31st, 2010 • A-Power Energy Generation Systems, Ltd. • Services-engineering services • New York
This Amendment No. 1 to Amended and Restated Limited Liability Company Agreement, dated as of February 12, 2010 (this “Amendment”) is entered into by and between United States Renewable Energy Group Wind Partners I, LLC, a Delaware limited liability company (“USREG Wind”) and Shenyang Power Group Company Limited, a Chinese limited liability company (“Shenyang”). USREG Wind and Shenyang are referred to herein as the “Parties” and each as a “Party”.
KNOW-HOW LICENSE - FL2500 AGREEMENT entered into this day, 23rd day of May, 2007 by and between LIAONING GAOKE ENERGY GROUP (GAOKE) (as Licensee) located at No. 64 Huanghai Road Yuhong District Shenyang City, CHINA, represented by Vice-President Mr....Agreement • June 30th, 2009 • A-Power Energy Generation Systems, Ltd. • Services-engineering services
CONVERSION AGREEMENTConversion Agreement • December 31st, 2009 • A-Power Energy Generation Systems, Ltd. • Services-engineering services • New York
CONVERSION AGREEMENT (the "Agreement"), dated as of December 30, 2009, by and between 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 "Investor").
KNOW-HOW LICENSE - FL2700 USE AGREEMENT entered into this day, day of by and among LIAONING GAOKE ENERGY GROUP (GAOKE) located at No.64 Huanghai Road Yuhong District Shenyang City, CHINA, Represented by President Lü Jinxiang And Fuhrländer AG...License - Fl2700 • June 30th, 2009 • A-Power Energy Generation Systems, Ltd. • Services-engineering services
In view of KNOW-HOW LICENSE – FL2700 signed in May 23rd, 2007 at Frankfurt, Germany between LIAONING GAOKE ENERGY GROUP and Fuhrländer AG and in view that SHENYANG LUCKY WIND POWER EQUIPMENTS CO., LTD. is the actual Know-How user and has built up a wind turbine generation system facility for it. In this respect, LIAONING GAOKE ENERGY GROUP and Fuhrländer AG both agree to transfer this Know-How to SHENYANG LUCKY WIND POWER EQUIPMENTS CO., LTD. free of charge. SHENYANG LUCKY WIND POWER EQUIPMENTS CO., LTD. promises to perform all the responsibilities and obligations of LIAONING GAOKE ENERGY GROUP stipulated in the KNOW-HOW LICENSE - FL2500, including but not limited to all the frame contracts, agreements, letters of intent and contracts concerning all the documentation of wind turbine generation system, which were signed by LIAONING GAOKE ENERGY GROUP and Fuhrländer AG, all the frame contracts, agreements, letters of intent and contracts concerning all the documentation of wind turbine g
