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”).
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”).
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.
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).
TianFu Investments Limited Seven -Year Warrants to Purchase Shares of Ordinary Shares Warrant Agreement Dated as of June 19, 2011Warrant Agreement • June 20th, 2011 • Harbin Electric, Inc • Motors & generators • New York
WARRANT AGREEMENT, dated as of June 19, 2011 (this “Agreement”), by and among Tianfu Investments Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”) and Abax Lotus Ltd. (the “Purchaser”)
Re: Abax Commitment LetterCommitment Letter • June 20th, 2011 • Harbin Electric, Inc • Motors & generators • New York
This letter agreement sets forth the commitment of each of the undersigned (the “Investors”) on a several and not joint or joint and several basis, subject to (i) the terms and conditions contained herein, (ii) the terms and conditions contained in an agreement and plan of merger (the “Merger Agreement”) to be entered into by and among Tech Full Electric Company Limited, a Cayman Islands exempted company with limited liability (“Parent”), Tech Full Electric Acquisition, Inc., a Nevada corporation, all of the outstanding shares of which are owned by Parent (“Merger Sub”), and Harbin Electric, Inc., a Nevada corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), and (iii) the terms and conditions contained in a definitive subscription agreement to be entered into by and between Tianfu Investments Limited, a Cayman Islands exempted company with limited liability and
NOTE PURCHASE AGREEMENT among TIANFU INVESTMENTS LIMITED, as Issuer and each Purchaser named herein Relating to: Secured Notes due 2018 Dated as of June 19, 2011Note Purchase Agreement • June 20th, 2011 • Harbin Electric, Inc • Motors & generators • New York
NOTE PURCHASE AGREEMENT, dated as of June 19, 2011, among Tianfu Investments Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Issuer”) and the Purchasers listed on Schedule I attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).
CONTRIBUTION AGREEMENTContribution Agreement • June 20th, 2011 • Harbin Electric, Inc • Motors & generators • Nevada
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of June 19, 2011 by and among Tech Full Electric Company Limited, a Cayman Islands exempted company with limited liability (“Parent”), Tianfu Investments Limited, a Cayman Islands exempted company with limited liability (“Holdco”) and the stockholders of Harbin Electric, Inc., a Nevada corporation (the “Company”), listed on Schedule A (each, a “Rollover Stockholder” and collectively, the “Rollover Stockholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
