VOTING AGREEMENT


 


THIS VOTING AGREEMENT
(this “Agreement”), by and between Energous Corporation, a Delaware corporation (the “Company”),
and Hanbit Electronics Co. Ltd. and its affiliates (the “Investor”) is entered into as of this 7th day
of March, 2014.


 


WHEREAS, concurrently
with the execution of this Agreement, the Investor is entering a Stock Purchase Agreement with the Company (the “Stock
Purchase Agreement”) pursuant to which the Investor is acquiring 840,000 shares of the Company’s common stock
(the “Subject Shares”);


 


WHEREAS, the
parties hereto have agreed that, effective immediately, the Investor will vote all of the Subject Shares in accordance with the
recommendation of the Company’s board of directors (the “Board”) on any matters brought before
the Company’s stockholders at a meeting of the Company’s stockholders or approval by written consent of the Company’s
stockholders; and


 


WHEREAS, as
a condition and inducement to the willingness of the Company to enter into the Stock Purchase Agreement, the Company has required
that the Investor enter into this Agreement, and the Investor desires to enter into this Agreement to induce the Company to enter
into the Stock Purchase Agreement.


 


NOW, THEREFORE, IT IS HEREBY AGREED AS
FOLLOWS: 


 


1.           Agreement
to Vote. The Investor agrees to vote all of the Subject Shares in accordance with the recommendation of the Board on any matters
brought before the Company’s stockholders at a meeting of the Company’s stockholders or approval by written consent
of the Company’s stockholders.


 


2.     
     Grant of Proxy. Upon the failure of the Investor to vote the Subject Shares in accordance
with the terms of this Agreement within five (5) days of the Company’s written request for such vote, the Investor
hereby appoints and constitutes the Chairman of the Company’s Board of Directors as the attorney and proxy of such
party with the full power of substitution and resubstitution, to the full extent of such party’s rights, with respect
to the Subject Shares, which proxy (the “Proxy”) shall be irrevocable until this Agreement
terminates pursuant to its terms or until this Section 2 of this Agreement is amended to remove such party’s grant of
proxy in accordance with Section 5 hereof, to vote all Subject Shares then held by the Investor in the manner provided
herein. The parties agree that the Proxy is coupled with an interest and is given to secure the performance of each
party’s duties under this Agreement.


 


3.    
      Successors in Interest. 


 


(a)          The
provisions of this Agreement shall be binding upon the successors in interest to any of the Subject Shares held by the Investor
and its successors and assigns. The Company shall not permit the transfer of any of the securities on its books or issue new certificates
representing any such securities to an affiliate of the Investor unless and until the person(s) to whom such shares are to be transferred
shall have executed a written agreement, substantially in the form of this Agreement, pursuant to which such person becomes a party
to this Agreement and agrees to be bound by all the provisions hereof as if such person was a party hereunder. 
However, after the period of the lockup up agreement executed by the parties this provision will not apply to transfers of securities
on an open market sale.


 




    	 



    	 



    

 


(b)          Each
certificate representing the Subject Shares shall bear a legend reading as follows:


 


“THE SHARES EVIDENCED HEREBY
ARE SUBJECT TO THE TERMS OF A VOTING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE FROM THE COMPANY), AND BY ACCEPTING
ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS
OF THE VOTING AGREEMENT.”


 


(c)          At
any time after the termination of this Agreement in accordance with Section 4, any holder of a stock certificate legended pursuant
to this Section 3 may surrender such certificate to the Company for removal of the legend, and the Company will duly reissue a
new certificate without the legend.


 


4.     
     Termination. This Agreement shall terminate upon the earliest to occur of:


 


(a)          the
thirteen (13) month anniversary of the completion date of the Company’s initial public offering of its Common Stock under
the Securities Act of 1933, as amended; 


 


(b)          The
sale of all or substantially all of the assets of the Company;


 


(c)          The
closing of an acquisition of the Company by another corporation or entity by a consolidation or merger in which the holders of
the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities
representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction;


 


(d)          upon
mutual agreement of such parties as would be required to amend this Agreement; and


 


(e)          the
liquidation, dissolution or winding up of the Company.


 


5.     
     Amendments and Waivers. Neither this Agreement nor any term hereof may be amended or
otherwise modified other than by an instrument in writing signed by the Company and the Investor. No provision of this
Agreement may be waived, discharged or terminated other than by an instrument in writing signed by the party against whom the
enforcement of such waiver, discharge or termination is sought.


 


6.   
       Enforceability/Severability. The parties hereto agree that each provision of
this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of
this Agreement shall nevertheless be held to be prohibited by or invalid under applicable law, (a) such provision shall be
invalid only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement, and (b) the parties shall, to the extent permissible by applicable law, amend this
Agreement so as to make effective and enforceable the intent of this Agreement.


 


7.    
      Specific Enforcement. It is agreed and understood that monetary damages would not
adequately compensate an injured party for the breach of this Agreement by any other party, that this Agreement shall be
specifically enforceable, and that any breach or threatened breach of this Agreement shall be the proper subject of a
temporary or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is
an adequate remedy at law for such breach or threatened breach. All remedies, either under this Agreement, by law, or
otherwise afforded to parties hereunder, shall be cumulative and not alternative.


 




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8.     
     Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights
and obligations of the parties hereto shall be governed by and construed under the laws of the State of Delaware
without regard to principles of conflict of laws.


 


9.      
    Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.


 


10.         Successors
and Assigns. This Agreement shall not be assignable or otherwise transferable by a party without the prior written consent
of the other party, and any attempt to so assign or otherwise transfer this Agreement without such consent shall be void and of
no effect. The provisions hereof shall inure to the benefit of, and be binding upon, the successors and assigns of the parties
hereto.


 


11.         Notices.
Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or forty-eight (48) hours after being deposited with the United
States Post Office, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated
for such party on the signature page hereof, or at such other address as such party may designate by written notice to the other
parties.


 


12.         Entire
Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the
subjects hereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties,
covenants and agreements except as specifically set forth herein. Each party expressly represents and warrants that it is not relying
on any oral or written representations, warranties, covenants or agreements outside of this Agreement.


 


13.         Delays
or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party hereunder,
upon any breach, default or noncompliance under this Agreement shall impair any such right, power or remedy, nor shall it be construed
to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or
noncompliance thereafter occurring.


 


14.         Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


15.         Attorneys’
Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party
shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which
such party may be entitled.


 




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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the day and year hereinabove first written.


 


	 	COMPANY:
	 	 
	 	ENERGOUS CORPORATION
	 	 	 
	 	By:	/s/ Stephen R. Rizzone
	 	 	 
	 	Name: Stephen R. Rizzone
	 	 
	 	Title: President and CEO
	 	 
	 	Address:
	 	 
	 	303 Ray Street
	 	Pleasanton, CA, 94566
	 	Attn: Stephen R. Rizzone
	 	 
	 	INVESTOR:
	 	 	 
	 	HANBIT ELECTRONICS CO. LTD.
	 	 	 
	 	By:	/s/ Sang Young Lee
	 	 	 
	 	Name: Sang Young Lee
	 	 
	 	Title: Chairman
	 	 
	 	Address:
	 	 
	 	494, Gajang-ro, Gajang-dong
	 	Osan-si, Gyeonggi-do Korea