A-Power Energy Generation Systems, Ltd. No. 44 Jingxing Road, Tiexi District, Shenyang Liaoning Province China 110021
Xx. 00
Xxxxxxxx Xxxx,
Tiexi
District, Shenyang Liaoning Province
China
110021
December 30, 2009
Re: Confirmations
with respect to Conversion Agreement
Dear
Investor:
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:
Treatment
of Conversion Agreement
You
hereby confirm that, immediately after the execution of the Conversion Agreement
that you (together with your affiliates) will not have beneficial ownership
(together with the beneficial ownership of your affiliates) of a number of
Common Shares which exceeds the Maximum Percentage (as defined in the Existing
Notes) of the total outstanding Common Shares of the Company as determined
pursuant to the provisions of Section 3(d) of the Existing Note. You
hereby also agree that, notwithstanding anything in the Convertible Note to the
contrary, your execution of the Conversion Agreement shall serve as a notice of
conversion for purposes of the Convertible Note.
In you
are in agreement with these confirmations, please execute this Confirmation
Letter and return it to the undersigned.
Thanks
you.
| A-Power Energy Generation Systems, Ltd. | |||
|
By:
|
|||
|
Name:
Xxxx X. Xxx
Title:
COO
|
|||
The
foregoing confirmations
are
hereby agreed:
Name of
Investor: ______________
By:
__________________________
Name:
Title:
