0001193125-12-132343 Sample Contracts

SHAREHOLDERS AGREEMENT
Shareholders Agreement • March 26th, 2012 • TCP International Holdings Ltd.

THIS SHAREHOLDERS AGREEMENT (the “Agreement”) made as of this 21st day of March, 2012, by and among TCP International Holdings Ltd., a Switzerland corporation (the “Corporation”), Ellis Yan, Solomon Yan and The Lillian Yan Irrevocable Stock Trust (the “Trust”, and together with Ellis Yan and Solomon Yan the “Shareholders”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 26th, 2012 • TCP International Holdings Ltd. • New York

The Investors on the one hand, and the Company on the other hand, are sometimes herein referred to each as a “Party,” and collectively as the “Parties.”

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • March 26th, 2012 • TCP International Holdings Ltd.

THIS INDEMNIFICATION AGREEMENT is made on [ , 20 ], between TCP International Holdings Ltd., a corporation incorporated under the laws of Switzerland with its registered address at , Switzerland (the “Company”); and [ ] (“Indemnitee”).

TAX INDEMNITY AGREEMENT
Tax Indemnity Agreement • March 26th, 2012 • TCP International Holdings Ltd.

THIS TAX INDEMNITY AGREEMENT (the “Agreement”) is made and entered into between Technical Consumer Products, Inc., a Delaware corporation (the “Company”), and each of the other signatories hereto (individually, a “Shareholder”, and collectively, the “Shareholders”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 26th, 2012 • TCP International Holdings Ltd. • Ohio

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 29, 2012, is made and entered into by Zhaoling Yan (“Seller”), and Ellis Yan (“Buyer”).

NET LEASE between TCP CAMPUS DRIVE, LLC and TECHNICAL CONSUMER PRODUCTS, INC.
Lease • March 26th, 2012 • TCP International Holdings Ltd.

THIS NET LEASE (“Lease”), made and entered into this 16th day of June, 2006, between TCP CAMPUS DRIVE, LLC, a limited liability company, whose address is 300 Lena Drive, Aurora, Ohio 44202 (“Landlord”), and Technical Consumer Products, Inc., a Delaware corporation, 300 Lena Drive, Aurora, Ohio 44202 (“Tenant”), whose address is 300 Lena Drive, Aurora, Ohio 44202 (“Tenant”).

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