EQUITY CONTRIBUTION AND VOTING AGREEMENTEquity Contribution and Voting Agreement • July 2nd, 2019 • Pan Dang Yu • Miscellaneous electrical machinery, equipment & supplies • Delaware
EQUITY CONTRIBUTION AND VOTING AGREEMENT (this “Agreement”), made and entered into as of June 28, 2019 by and among HPJ Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and certain shareholders of Highpower International, Inc., a Delaware 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).
LIMITED GUARANTEELimited Guarantee • July 2nd, 2019 • Pan Dang Yu • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Limited Guarantee, dated as of June 28, 2019 (this “Limited Guarantee”), is made by Essence International Capital Limited, a company incorporated in Hong Kong (including its successors or permitted assigns, the “Guarantor”), in favor of Highpower International, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among HPJ Parent Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), HPJ Merger Sub Corp., a Delaware corporation that is a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • July 2nd, 2019 • Pan Dang Yu • Miscellaneous electrical machinery, equipment & supplies • New York
This Interim Investors Agreement (the “Agreement”) is made as of June 28, 2019 by and among HPJ Parent Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), HPJ Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), the Equity Investor (as defined below) and the Rollover Investors (as defined below). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • July 2nd, 2019 • Pan Dang Yu • Miscellaneous electrical machinery, equipment & supplies
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 without the necessity of filing additional joint filing agreements. 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.
