VOTING AGREEMENTVoting Agreement • February 28th, 2017 • Maxwell Technologies Inc • Miscellaneous electrical machinery, equipment & supplies • Ontario
THIS VOTING AGREEMENT (“Agreement”) is dated as of [••••], 2017, by and between Maxwell Technologies, Inc., a corporation incorporated under the laws of the State of Delaware (“Purchaser”), and the shareholder listed on Schedule A attached hereto (the “Shareholder”).
ARRANGEMENT AGREEMENTArrangement Agreement • February 28th, 2017 • Maxwell Technologies Inc • Miscellaneous electrical machinery, equipment & supplies • Ontario
• All Unrestricted Cash • Consulting and Services Agreement between the Company and Vladimir Vorozheykin, entered into on September 10, 2015 and subsequently amended, on February 25, 2017, to extend through June 30, 2017, for Market Development Services • Employment Agreement between the Company and Robert Tressler, entered into on March 30, 2015* • Employment Agreement between the Company and James Zuidema, entered into on January 1, 2015 and subsequently amended on August 19, 2016* • Certain Confidentiality and Non-Disclosure Agreements, the names of which are confidential until the Effective Time • Distribution Agreement between the Company and Rutronik Elektronische Bauelemente GmbH, entered into on January 17, 2013
PRINCIPAL SHAREHOLDER AGREEMENTPrincipal Shareholder Agreement • February 28th, 2017 • Maxwell Technologies Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
This PRINCIPAL SHAREHOLDER AGREEMENT (this “Agreement”) is made as of February 28, 2017 among Maxwell Technologies, Inc., a corporation incorporated under the laws of the State of Delaware (“Purchaser”) and each of the shareholders listed on Schedule A attached hereto (individually, a “Shareholder” and collectively, the “Shareholders”). Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Plan of Arrangement (as defined below). If the terms of this Agreement conflict in any way with the provisions of the Arrangement Agreement, then the provisions of the Arrangement Agreement shall control.
