EQUITY CONTRIBUTION and voting AGREEMENTEquity Contribution and Voting Agreement • December 3rd, 2019 • Zhang Xiao Ping • 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).
UNDERTAKINGUndertaking • December 3rd, 2019 • Zhang Xiao Ping • 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
JOINT FILING AGREEMENTJoint Filing Agreement • December 3rd, 2019 • Zhang Xiao Ping • Motor vehicle parts & accessories
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.
