EQUITY CONTRIBUTION and voting AGREEMENTEquity Contribution and Voting Agreement • December 2nd, 2019 • SORL Auto Parts Inc • Motor vehicle parts & accessories • Delaware
This EQUITY CONTRIBUTION AND VOTING AGREEMENT (this “Agreement”), is made and entered into as of November 29, 2019 by and among Ruili International Inc., a Delaware corporation (“Parent”), and certain stockholders of SORL Auto Parts, Inc., a Delaware corporation (the “Company”), listed on Schedule A hereto (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 (as defined below).
AGREEMENT AND PLAN OF MERGER by and among Ruili International Inc. Ruili International Merger Sub Inc. and SORL AUTO PARTS, INC. Dated as of November 29, 2019Agreement and Plan of Merger • December 2nd, 2019 • SORL Auto Parts Inc • Motor vehicle parts & accessories • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 29, 2019 (this “Agreement”), is entered into by and among SORL Auto Parts, Inc., a Delaware corporation (the “Company”), Ruili International Inc., a Delaware corporation (“Parent”), and Ruili International Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 1.1 hereof.
UNDERTAKINGUndertaking • December 2nd, 2019 • SORL Auto Parts Inc • Motor vehicle parts & accessories • Delaware
THIS UNDERTAKING (this “Undertaking”), dated as of November 29, 2019, is made by each of Ruili Group Co., Ltd. (“Ruili Group”), Ruili International Inc., a Delaware corporation (“Parent”), Ruili International Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Mr. Xiaoping Zhang, Ms. Shuping Chi and Mr. Xiaofeng Zhang (each, an “Undertaking Person” and, collectively, the “Undertaking Persons”) in favor of (i) SORL Auto Parts, Inc., a Delaware corporation (the “Company”), (ii) Fairford Holdings Limited, a Hong Kong company and wholly owned subsidiary of the Company (“Fairford”), and (iii) Ruili Group Ruian Auto Parts Co., Ltd., a Sino-foreign joint venture between Ruili Group and Fairford (“Ruian”) (each of the Company, Fairford and Ruian, a “Beneficiary” and, collectively, the “Beneficiaries”). Reference is made to that certain merger agreement (the “Merger Agreement”), dated as of the date hereof, by and among the Company, Parent, and Merger
Ruili Group Co., Ltd. No. 2666 Kaifaqu Avenue, Ruian City, Zhejiang Province 325200, PRC November 29, 2019SORL Auto Parts Inc • December 2nd, 2019 • Motor vehicle parts & accessories • Delaware
Ruili Group Co., Ltd. (including its successors or permitted assigns, the “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained in this letter agreement (“Agreement”), to purchase, directly or indirectly, equity interests of Ruili International Inc., a company incorporated in the state of Delaware (“Parent”). Reference is made to the Agreement and Plan of Merger, to be entered into concurrently with this Agreement (as may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among the Parent, Ruili International Merger Sub Inc., a newly formed Delaware company and a wholly owned subsidiary of Parent (“Sub”), and SORL Auto Parts, Inc., a Delaware corporation (the “Company”), pursuant to which Sub will be merged with and into the Company, with the Company surviving that merger on the terms and conditions set forth in the Merger Agreement (the “Merger”). In the Merger
