AGREEMENT AND PLAN OF MERGER among CPT WYNDHAM HOLDINGS LTD., CPT WYNDHAM SUB LTD. and CHINA HYDROELECTRIC CORPORATION Dated as of January 13, 2014Agreement and Plan of Merger • January 13th, 2014 • China Hydroelectric Corp • Electric services • New York
AGREEMENT AND PLAN OF MERGER, dated as of January 13, 2014 (this “Agreement”), among CPT Wyndham Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), CPT Wyndham Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands, all of the outstanding shares of which are owned by Parent (“Merger Sub”), and China Hydroelectric Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
LIMITED GUARANTEELimited Guarantee • January 13th, 2014 • China Hydroelectric Corp • Electric services • New York
LIMITED GUARANTEE, dated as of January 13, 2014 (this “Limited Guarantee”), by NewQuest Asia Fund I, L.P. and NewQuest Asia Fund II, L.P. (together, the “Guarantors” and, each, a “Guarantor”) in favor of China Hydroelectric Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
