EQUITY COMMITMENT LETTERWuxi Heavy Industries, Ltd. • March 31st, 2014 • Oil & gas field machinery & equipment • Delaware
This letter agreement sets forth the commitment of H.D.S. Investments LLC, a limited liability company incorporated under the laws of State of Washington (“Sponsor”), subject to the terms and conditions contained herein, to purchase certain equity interests of WSP OCTG GROUP Ltd. (WSP 石油钢管集团有限公司), an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) to be entered into among WSP Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Parent and JM OCTG GROUP Ltd. (JM石油钢管集团有限公司), an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the C
ROLLOVER AGREEMENTRollover Agreement • March 31st, 2014 • Wuxi Heavy Industries, Ltd. • Oil & gas field machinery & equipment • Delaware
This ROLLOVER AGREEMENT (this “Agreement”), by and among WSP OCTG GROUP Ltd. (WSP 石油钢管集团有限公司), an exempted company incorporated in the Cayman Islands (“Parent”), JM OCTG GROUP Ltd.(JM石油钢管集团有限公司), an exempted company incorporated in the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the shareholders of WSP Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Company”), listed on the signature pages hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”), is made and entered into as of February 21, 2013. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
VOTING AGREEMENTVoting Agreement • March 31st, 2014 • Wuxi Heavy Industries, Ltd. • Oil & gas field machinery & equipment • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of 21 February 2013 by and among WSP OCTG GROUP Ltd. (WSP石油钢管集团有限公司), a company incorporated under the laws of the Cayman Islands (“Parent”), JM OCTG GROUP Ltd. (JM石油钢管集团有限公司), a company incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and [ ] (the “Shareholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 31st, 2014 • Wuxi Heavy Industries, Ltd. • Oil & gas field machinery & equipment • Delaware
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of 21 February 2013, as amended on 15 August 2013, by and among the Company, WSP OCTG and JM OCTG (as amended, the “Merger Agreement”), the Company, WSP OCTG and JM OCTG have agreed to the terms of the merger of JM OCTG with and into the Company (the “Merger”);
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DWuxi Heavy Industries, Ltd. • March 31st, 2014 • Oil & gas field machinery & equipment
AMENDMENT NO. 2 AND ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 31st, 2014 • Wuxi Heavy Industries, Ltd. • Oil & gas field machinery & equipment • Delaware
Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement and Plan of Merger, dated as of 21 February 2013, as amended on 15 August 2013, pursuant to an Amendment to the Agreement and Plan of Merger (the “Amendment No. 1”), by and among the Company, WSP OCTG and JM OCTG (as amended, the “Merger Agreement”).
