AGREEMENT AND PLAN OF MERGER among New Ossen Group Limited, New Ossen Innovation Limited and OSSEN INNOVATION CO., LTD Dated as of December 17, 2020Agreement and Plan of Merger • December 18th, 2020 • Tang Liang • Steel works, blast furnaces & rolling mills (coke ovens) • New York
Contract Type FiledDecember 18th, 2020 Company Industry JurisdictionAGREEMENT AND PLAN OF MERGER, dated as of December 17, 2020 (this “Agreement”), among New Ossen Group Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), New Ossen Innovation Limited, a company with limited liability incorporated under the laws of the British Virgin Islands and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Ossen Innovation Co., Ltd, a company with limited liability incorporated under the Law of the British Virgin Islands (the “Company”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in Section 9.03 hereof.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 17th, 2018 • Tang Liang • Steel works, blast furnaces & rolling mills (coke ovens) • Virgin Islands
Contract Type FiledAugust 17th, 2018 Company Industry JurisdictionThis Share Purchase Agreement (this “Agreement”) is made and entered into as of August 7, 2018 by and among GROSS INSPIRATION DEVELOPMENT LIMITED (the “Seller”), EFFECTUAL STRENGTH ENTERPRISES LIMITED (the “Purchaser”), Liang Tang, being the sole shareholder of the Purchaser (“Mr. Tang”), Yan Chen, being the sole shareholder and sole director of the Seller, and Xufeng Zhou, the spouse of Ms. Chen (collectively, the “Warrantors”). The Purchaser, the Seller, Liang Tang and the Warrantors are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • December 18th, 2020 • Tang Liang • Steel works, blast furnaces & rolling mills (coke ovens) • New York
Contract Type FiledDecember 18th, 2020 Company Industry JurisdictionThis ROLLOVER SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 17, 2020 by and among New Ossen Group Limited, an exempted company with limited liability incorporated under the Law of the British Virgin Islands (“Parent”), and (2) Pujiang International Group Limited (the “Rollover Shareholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
EQUITY COMMITMENT LETTER December 17, 2020Tang Liang • December 18th, 2020 • Steel works, blast furnaces & rolling mills (coke ovens) • New York
Company FiledDecember 18th, 2020 Industry JurisdictionThis letter agreement sets forth the commitment of the undersigned (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests of New Ossen Group Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Ossen Innovation Co., Ltd. (the “Company”), Parent and New Ossen Innovation Limited, a direct wholly-owned Subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned Subsidiary of Parent. Capitalized terms used in this letter and not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement. For the purpose of this letter agreement, the term “person” shall have the meaning given t
LIMITED GUARANTEELimited Guarantee • December 18th, 2020 • Tang Liang • Steel works, blast furnaces & rolling mills (coke ovens) • New York
Contract Type FiledDecember 18th, 2020 Company Industry JurisdictionLIMITED GUARANTEE, dated as of December 17, 2020 (this “Limited Guarantee”), by Pujiang International Group Limited (the “Guarantor”) in favor of and Ossen Innovation Co., Ltd., a company limited by shares incorporated under the laws of the British Virgin Islands (the “Guaranteed Party”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below). For the purpose of this Limited Guarantee, each of the terms “control” and “person” shall have the meaning given to it in Section 9.03 of the Merger Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • October 12th, 2018 • Tang Liang • Steel works, blast furnaces & rolling mills (coke ovens)
Contract Type FiledOctober 12th, 2018 Company IndustryAGREEMENT dated as of October 12, 2018, by and among Acme Innovation Limited, a British Virgin Islands company, Pujiang International Group Limited, a Cayman Islands company, Elegant Kindness Limited, a British Virgin Islands company and Liang Tang (together, the “Parties”).
Dated the 2nd of October, 2018 EFFECTUAL STRENGTH ENTERPRISES LIMITED And TANG LIANG And ACME INNOVATION LIMITED And PUJIANG INTERNATIONAL GROUP LIMITED And ELEGANT KINDNESS LIMITED Agreement for the sale and purchase of 13,050,000 issued shares of...Agreement • October 12th, 2018 • Tang Liang • Steel works, blast furnaces & rolling mills (coke ovens) • Hong Kong
Contract Type FiledOctober 12th, 2018 Company Industry Jurisdiction