GUARANTEEGuarantee • December 14th, 2015 • Sham John C.K. • Electric housewares & fans • New York
This GUARANTEE, dated as of December 4, 2015 (this “Guarantee”), by John C.K. Sham, President and Chief Executive Officer of Global-Tech Advanced Innovations Inc. (the “Guarantor”), in favor of Global-Tech Advanced Innovations Inc., a company with limited liability incorporated under the laws of the British Virgin Islands (the “Guaranteed Party”).
SUPPORT AGREEMENTSupport Agreement • December 14th, 2015 • Sham John C.K. • Electric housewares & fans • New York
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of December 4, 2015, by and among Timely Star Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), and certain shareholders of Global-Tech Advanced Innovations Inc., a company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), listed on Schedule A hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”, and together with Parent, the “parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
December 4, 2015Letter Agreement • December 14th, 2015 • Sham John C.K. • Electric housewares & fans • New York
This letter agreement (this “Agreement”) sets forth the commitments of John C.K. Sham, President and Chief Executive Officer of Global-Tech Advanced Innovations Inc., (“Mr. Sham”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Timely Star Limited, a company with limited liability incorporated under the laws of the British Virgin Island (“Parent”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Global-Tech Advanced Innovations Inc., a company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), Parent and Timely Merit Limited, a company with limited liability incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub will be merged w
