EXHIBIT 4.2 HARBIN ELECTRIC, INC. GUARANTEED SENIOR SECURED FLOATING RATE NOTESIndenture • September 1st, 2006 • Harbin Electric, Inc • Motors & generators • New York
38,000 Units Consisting of Guaranteed Senior Secured Floating Rate Notes due 2012 of Harbin Electric, Inc. and Warrants to Purchase 2,718,138 Shares of Common Stock of Harbin Electric, Inc. and 12,000 Units Consisting of Guaranteed Senior Secured...Purchase Agreement • September 1st, 2006 • Harbin Electric, Inc • Motors & generators
RECITALSEmployment Agreement • October 17th, 2005 • Harbin Electric, Inc • Services-business services, nec • New York
Exhibit 10.2 COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of August ___ , 2005, by and among HARBIN ELECTRIC, INC., a Nevada corporation (the "Company"), Mr. Tian Fu Yang, a resident of...Common Stock Purchase Agreement • January 13th, 2006 • Harbin Electric, Inc • Motors & generators • New York
Warrant AgentWarrant Agreement • September 1st, 2006 • Harbin Electric, Inc • Motors & generators • New York
OPTION AGREEMENTOption Agreement • January 30th, 2006 • Harbin Electric, Inc • Motors & generators • New York
RECITALSVoting Agreement • September 1st, 2006 • Harbin Electric, Inc • Motors & generators • New York
HARBIN ELECTRIC, INC. INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • December 2nd, 2009 • Harbin Electric, Inc • Motors & generators • New York
This AMENDED AND RESTATED INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this 30th day of November, 2009, effective as of December 1, 2009 (the “Effective Date”), by and between Harbin Electric, Inc., a Nevada corporation whose shares are publicly traded (the “Company”), and Boyd R. Plowman, a citizen of the United States, with a permanent residence at 9052 Reserve Drive, Glen Ivy, CA 92883 (the “Independent Director”).
Exhibit 10.1 AMENDED AND RESTATED SHARE TRANSFER AGREEMENT THIS AMENDED AND RESTATED SHARE TRANSFER AGREEMENT (this "Amended and Restated Agreement), dated as of January 12, 2005 as amended and restated as of May 12, 2005, by and among Harbin Tech...Share Transfer Agreement • May 12th, 2005 • Harbin Electric, Inc • Services-business services, nec
andJoint Venture Contract • January 27th, 2005 • Harbin Electric, Inc • Services-business services, nec
AGREEMENT AND PLAN OF MERGER among TECH FULL ELECTRIC COMPANY LIMITED, TECH FULL ELECTRIC ACQUISITION, INC. and HARBIN ELECTRIC, INC. Dated as of June 19, 2011Merger Agreement • June 20th, 2011 • Harbin Electric, Inc • Motors & generators • Nevada
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 19, 2011, between Tech Full Electric Company Limited, a Cayman Islands exempted company with limited liability (“Parent”), Tech Full Electric Acquisition, Inc., a Nevada corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”) and Harbin Electric, Inc., a Nevada corporation (the “Company”).
Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated as of August 31, 2005, by and between HARBIN ELECTRIC, INC., a Nevada corporation (the "Company"), and each of the entities whose names appear on...Registration Rights Agreement • January 30th, 2006 • Harbin Electric, Inc • Motors & generators • Nevada
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 25th, 2011 • Harbin Electric, Inc • Motors & generators • Nevada
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of February 21, 2011, by and between Harbin Electric, Inc., a Nevada corporation (the “Company”), and Christy Shue (“Indemnitee”), as an “Agent” (as hereinafter defined) of the Company.
Share Purchase AgreementShare Purchase Agreement • June 9th, 2010 • Harbin Electric, Inc • Motors & generators
This Share Purchase Agreement (the “Agreement”) is made and entered into by and between the following parties on June 3, 2010 in Xi’an, the PRC (the People’s Republic of China, excluding Hong Kong, Macao and Taiwan)：
Dated 9 June 2011 FACILITY AGREEMENT between Tech Full Electric Company Limited as Borrower and China Development Bank Corporation Hong Kong Branch as Lender relating to a US$400,000,000 Term Loan FacilityFacility Agreement • June 9th, 2011 • Harbin Electric, Inc • Motors & generators • Hong Kong
PROCEEDS ESCROW AGREEMENTProceeds Escrow Agreement • October 10th, 2003 • Torch Executive Services LTD
THIS AGREEMENT, made September 15, 2003, between, SIGNATURE STOCK TRANSFER, INC., hereinafter called "Escrow Agent"; and TORCH EXECUTIVE SERVICES LTD., a Nevada corporation, with principal offices at 124 Minikada Bay, Winnipeg, Manitoba, R2C 0G7, hereinafter called the "Company"; and such other person, firms, or corporations as shall become parties hereto in the manner provided herein, hereinafter called the "Subscribers."
6,250,000 Shares HARBIN ELECTRIC, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 30th, 2009 • Harbin Electric, Inc • Motors & generators • New York
TERM LOAN FACILITY AGREEMENTTerm Loan Facility Agreement • November 23rd, 2010 • Harbin Electric, Inc • Motors & generators • Hong Kong
LIMITED GUARANTEELimited Guarantee • June 20th, 2011 • Harbin Electric, Inc • Motors & generators
LIMITED GUARANTEE, dated as of June 19, 2011 (this “Limited Guarantee”), by Mr. Tianfu Yang (“Mr. Yang”), Abax Global Opportunities Fund, AGC Asia 5 Ltd. and Prosper Expand Ltd. (collectively “Abax” and, together with Mr. Yang, the “Guarantors” and each, a “Guarantor”) in favor of Harbin Electric, Inc., a Nevada corporation (the “Guaranteed Party”).
WITNESSETH:Share Pledge Agreement • September 1st, 2006 • Harbin Electric, Inc • Motors & generators
EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2007 • Harbin Electric, Inc • Motors & generators • New York
Employment Agreement (“Agreement”) effective as of April 9, 2007, by and between Advanced Automation Group LLC (the “Company” or “Employer”), a Delaware limited liability company, and Shaotang Chen (the “Executive”) (collectively the Company and the Executive are referred to as the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2008 • Harbin Electric, Inc • Motors & generators • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 24, 2008, among Harbin Electric, Inc, a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser,” and collectively, the “Purchasers”).
AGREEMENT OF JOINT FILINGJoint Filing Agreement • October 12th, 2010 • Harbin Electric, Inc • Motors & generators
The parties listed below agree that the Amendment No. 3 to Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
HARBIN ELECTRIC, INC. A US Public Company. Stock Symbol: HRBNPurchase Agreement • July 20th, 2009 • Harbin Electric, Inc • Motors & generators
Reference is hereby made to (i) the Purchase Agreement dated August 29, 2006 (the “Purchase Agreement”) by and among Citadel Equity Fund Ltd., Merrill Lynch International and Harbin Electric, Inc., a Nevada corporation (the “Company”) and (ii) the Indenture dated as of August 30, 2006, as supplemented (the “Indenture”) by and among the Company, the Subsidiary Guarantors named therein and The Bank of New York Mellon, as trustee (the “Trustee”) with respect to the Company’s Guaranteed Senior Secured Floating Rate Notes due 2012 and the Company’s Guaranteed Senior Secured Floating Rate Notes due 2010 (the “2010 Notes”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Purchase Agreement or the Indenture, as the case may be.
LICENSE AGREEMENTLicense Agreement • April 13th, 2007 • Harbin Electric, Inc • Motors & generators • New York
THIS AGREEMENT is entered into as of this 9th day of April, 2007 by and among Shelton Technology, LLC, a Michigan limited liability company, Shaotang Chen and Xiaogang Luo (collectively, "LICENSOR") and Advanced Automation Group, LLC, a Delaware limited liability company ("LICENSEE").
ContractRegistration Rights Agreement • April 27th, 2006 • Harbin Electric, Inc • Motors & generators • Nevada
AGREEMENT OF JOINT FILINGJoint Filing Agreement • June 20th, 2011 • Harbin Electric, Inc • Motors & generators
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Equity Registration Rights AgreementEquity Registration Rights Agreement • October 23rd, 2007 • Harbin Electric, Inc • Motors & generators
Agreement on Cooperation Name of the Project: Research and Development of the Traction Power Supply System of Linear Induction Motor (LIM) Track Transportation Parties of the Cooperation: Institute of Electrical Engineering of The Chinese Academy of...Cooperation Agreement • August 25th, 2006 • Harbin Electric, Inc • Motors & generators • Beijing
Featured by the advantages in advanced technologies, safety and reliability, reasonable economy and environmental friendliness, linear-induction-motor (LIM)-driven track transportation system heralds the development trends of future urban track transportation and is bound to become one major mode of urban track transportation of Chinese cities in the next five to ten years.
NONCOMPETITION COVENANT AND AGREEMENTNoncompetition Agreement • October 4th, 2006 • Harbin Electric, Inc • Motors & generators • Hong Kong
THIS NONCOMPETITION COVENANT AND AGREEMENT (the “Agreement”) is made and entered into as of this 30th day of August, 2006, by and between Citadel Equity Fund Ltd., with addresses at c/o Citadel Investment Group (Hong Kong) Limited, Chater House, 18th Floor, 8 Connaught Road, Central, Hong Kong, and Merrill Lynch International, with addresses at 17/F ICBC Tower, 3 Garden Road, Central, Hong Kong (collectively, the “Purchasers”), and Yang Tianfu, an individual residing in the People’s Republic of China (“PRC”), (PRC ID No. 230107610622081) (“Executive”).
CONSORTIUM AGREEMENT [BARING ASIA LETTERHEAD]Consortium Agreement • October 12th, 2010 • Harbin Electric, Inc • Motors & generators • Hong Kong
As you are aware, Baring Private Equity Asia Group Limited (“Baring”) has been reviewing and evaluating various investment opportunities concerning Harbin Electric, Inc. (the “Company”). We are interested in pursuing with you a possible acquisition of the Company (the “Transaction”) through a special purpose vehicle (“Bidco”) to be owned by an investment fund advised by Baring and related affiliates, and you and your nominees (collectively, the “Shareholder”). As a condition to the delivery of a preliminary non-binding proposal letter to the Company (the “Proposal Letter”, the form of which is set forth in Exhibit A hereto) and to further our discussions relating to the Transaction, the Shareholder and Baring agree to the following:
EXHIBIT 4.4 EQUITY REGISTRATION RIGHTS AGREEMENT DATED AS OF AUGUST 30, 2006 BY AND BETWEEN HARBIN ELECTRIC, INC.Equity Registration Rights Agreement • September 1st, 2006 • Harbin Electric, Inc • Motors & generators • New York
HARBIN ELECTRIC, INC. A US Public Company. Stock Symbol: HRBNPurchase Agreement • June 5th, 2009 • Harbin Electric, Inc • Motors & generators
Reference is hereby made to (i) the Purchase Agreement dated August 29, 2006 (the “Purchase Agreement”) by and among Citadel Equity Fund Ltd., Merrill Lynch International and Harbin Electric, Inc., a Nevada corporation (the “Company”) and (ii) the Indenture dated as of August 30, 2006, as supplemented (the “Indenture”) by and among the Company, the Subsidiary Guarantors named therein and The Bank of New York Mellon, as trustee (the “Trustee”) with respect to the Company’s Guaranteed Senior Secured Floating Rate Notes due 2012 (the “2012 Notes”) and the Company’s Guaranteed Senior Secured Floating Rate Notes due 2010. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Purchase Agreement or the Indenture, as the case may be.
VOTING SUPPORT AGREEMENTVoting Support Agreement • June 20th, 2011 • Harbin Electric, Inc • Motors & generators • Nevada
This VOTING SUPPORT AGREEMENT is dated as of June 19, 2011 (this “Agreement”) and by and among Tech Full Electric Company Limited, a Cayman Islands exempted company with limited liability (“Parent”), Harbin Electric, Inc., a Nevada corporation (the “Company”), and the stockholders of the Company listed on Schedule A hereto (each a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Merger Agreement (defined below).
Project Investment ContractProject Investment Contract • September 21st, 2011 • Harbin Electric, Inc • Motors & generators
In accordance with laws and regulations, including the PRC Contract Law, the PRC Land Administration Law, and the PRC Provisional Ordinance for the Grant and Transfer of Use Right of State Owned Urban Land, and on an equal, voluntary, and mutually beneficial basis, Party A and Party B have reached the following agreement regarding Party B’s investment and development of the “Electromechanical Products Capacity Expansion” project in the area administrated by Party A:
