0001144204-10-002880 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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").

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SECURITIES PURCHASE AGREEMENT
Securities 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").

A-POWER ENERGY GENERATION SYSTEMS, LTD. January 21, 2010
A-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.

VOTING AGREEMENT
Voting 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").

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