Exhibit 4.2


 





HIGHPOWER INTERNATIONAL, INC.


AGREEMENT REGARDING CANCELLATION OF OPTIONS


 


This agreement ("Agreement") is
made and entered into as of October ___, 2019, by and between the undersigned ("Option Holder") and Highpower International,
Inc., a Delaware corporation ("Highpower"). Capitalized terms not otherwise defined herein shall have the meaning given
to them in the Merger Agreement, as defined below.


 


RECITALS


 


WHEREAS, Option Holder currently holds outstanding
Options (the "Options") to purchase the common stock of Highpower ("Highpower Common Stock") as set forth in
Attachment A hereto;


 


WHEREAS, Option Holder is aware that Highpower
has entered into an Agreement and Plan of Merger, dated June 28, 2019 (the “Merger Agreement”), by and among Highpower,
HPJ Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”),
and HPJ Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and together
with Parent, the “Parent Parties”), providing for the merger of Merger Sub into Highpower (the “Merger”)
and the conversion of the outstanding shares of Highpower in exchange for cash consideration consisting of the Per Share Merger
Consideration of $4.80 (as may be adjusted as provided in the Merger Agreement); and


 


WHEREAS, notwithstanding the provisions
of the Merger Agreement, Option Holder and Highpower have agreed to enter into agreements to cancel the outstanding Options to
purchase shares of Highpower Common Stock in exchange for no consideration.


 


NOW, THEREFORE, in consideration of the
foregoing and the mutual promises


and covenants contained herein, the parties agree as follows:


 


		1.	Option Holder agrees that the Options listed on Exhibit A are all of the outstanding stock options that Option Holder has been
granted by Highpower or any of its affiliates.



 


		2.	At the Effective Time, the Option Holder and Highpower agree that the Options shall irrevocably terminate and have no further
force or effect, including any right to Highpower Common Stock.



 


		3.	At the Effective Time, Option Holder hereby releases Highpower, the Parent Parties and their respective subsidiaries, boards
of directors, officers, employees, affiliates, agents, successors and assigns or representatives of any of the foregoing from any
and all obligations to Option Holder relating to the Options.



 


		4.	This Agreement shall be binding upon, inure to benefit of and be enforceable by the respective heirs, successors and assigns
of the parties hereto.







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		5.	This Agreement shall terminate forthwith in the event that the Merger Agreement is terminated in accordance with its terms
and the Options will remain in full force and effect.



 


		6.	Option Holder acknowledges that none of Highpower, the Parent Parties, any of their respective subsidiaries, boards of directors,
officers, employees, affiliates, agents, successors and assigns or representatives of the foregoing have provided the Option Holder
with any tax or financial advice or any guarantee of any particular tax treatment (including, without limitation, as it relates
to Section 409A of the U.S. Internal Revenue Code of 1986, as amended (“Code Section 409A”)), and Option Holder
further acknowledges that he or she has been advised to consult with his or her own tax, legal and financial advisers regarding
the tax, legal and financial consequences as a result of the cancellation of the Options and entering into this Agreement. None
of the Highpower, the Parent Parties, any of their respective subsidiaries, boards of directors, officers, employees, affiliates,
agents, successors and assigns or representatives of the foregoing shall have any liability with respect to taxes in respect of
the cancellation of the Options.



 


		7.	This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the
laws that might otherwise govern under applicable principles of conflicts of laws thereof, as to all matters, including matters
of validity, construction, effect, performance and remedies.



 


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, this Agreement has
been duly executed and delivered by the undersigned as of the day and year first written above.


 


 


	OPTION HOLDER	 	HIGHPOWER INTERNATIONAL, INC.
	 	 	 
	Name:	 	 	By: 	 	 
	  	  	Name: Shengbin (Sunny) Pan
	 	 	 
	 	 	Title: Chief Financial Officer



 


 


 


[Signature Page to Option Cancellation
Agreement]



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ATTACHMENT A


 


Highpower International, Inc.


2008 Incentive Plan


Option Award Agreement


 


	Participant:	 	 
	 	 	 
	Date of Grant:	 	 
	 	 	 
	Number of Shares Covered by this Option:	 	 
	 	 	 
	Number of Shares Covered by the Options vested upon a Change of Control:	 	 
	 	 	 
	Number of above Shares intended to be incentive Stock Options (“ISOs”) within the meaning of Internal Revenue Code Section 422:	 	 
	 	 	 
	Number of above shares intended to be Nonqualified Stock Options (“NQSOs”):	 	 
	 	 	 
	Option Price for each Share:	 	 
	 	 	 
	Date of Expiration:	 	 




 


Highpower International, Inc.


2017 Omnibus Incentive Pan


Option Award Agreement


 


	Participant:	 	 
	 	 	 
	Date of Grant:	 	 
	 	 	 
	Number of Shares Covered by this Option:	 	 
	 	 	 
	Number of Shares Covered by the Options vested upon a Change of Control:	 	 
	 	 	 
	Number of above Shares intended to be incentive Stock Options (“ISOs”) within the meaning of Internal Revenue Code Section 422:	 	 
	 	 	 
	Number of above shares intended to be Nonqualified Stock Options (“NQSOs”):	 	 
	 	 	 
	Option Price for each Share:	 	 
	 	 	 
	Date of Expiration:	 	 


 


Attachment A to Option Cancellation Agreement






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