AGREEMENT AND PLAN OF MERGER among New Ossen Group Limited, New Ossen Innovation Limited and OSSEN INNOVATION CO., LTD Dated as of December 17, 2020Merger Agreement • December 18th, 2020 • Tang Liang • Steel works, blast furnaces & rolling mills (coke ovens) • New York
AGREEMENT 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.
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • December 18th, 2020 • Tang Liang • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This 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, 2020Equity Commitment Letter • December 18th, 2020 • Tang Liang • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This 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
LIMITED 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.
