AGREEMENT AND PLAN OF MERGER among MZ Investment Holdings Limited, MZ Investment Holdings Merger Sub Limited and MEMSIC, Inc. Dated as of April 22, 2013Merger Agreement • April 25th, 2013 • MEMSIC Inc • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 22, 2013 (this “Agreement”), among MZ Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), MZ Investment Holdings Merger Sub Limited, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and MEMSIC, Inc., a Delaware corporation (the “Company”).
DISTRIBUTOR AGREEMENTDistributor Agreement • September 28th, 2007 • MEMSIC Inc • Delaware
THIS AGREEMENT is made as of January 5th, 2005 by and between Memsic, Inc. (hereinafter,” Memsic”) whose principal place of business is located at 800 Turnpike Street, Suite 202 N. Andover, MA 01845U.S.A., and World Peace Industrial Co., Ltd. (“Distributor”) whose principal place of business is located at 8F, No.76, Sec.1 Cheng Kung Road, Nankang, Taipei, Taiwan, ROC.
MEMSIC, Inc. 6,000,000 Shares Common Stock (US$0.00001 par value) Underwriting AgreementUnderwriting Agreement • December 19th, 2007 • MEMSIC Inc • Semiconductors & related devices • New York
MEMSIC, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 6,000,000 shares of common stock, US$0.00001 par value (“Common Stock”) of the Company, (said shares to be issued and sold by the Company are hereinafter called the “Underwritten Securities”). The Company hereto also propose to grant to the Underwriters an option to purchase up to 900,000 additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the terms Representative and Underwriter shall mean either the singular or plural as the
Ms. Daphne Gelbart University/Industry Liaison Office Simon Fraser University Burnaby, British Columbia Canada V5A 1S6 Dear Daphne:Technology License Agreement • September 28th, 2007 • MEMSIC Inc
This letter notifies you that the license agreement between Simon Fraser University and Analog Devices, Inc. (ADI) on the thermal accelerometer technology has been assigned to MEMSIC, Inc. according to the Technology License Agreement between Analog Devices, Inc. and MEMSIC, Inc. A copy of MEMSIC/ADI Technology License Agreement is enclosed for your information.
Memsic Transducer Systems Co., Ltd. Project Loan Interest Subsidy AgreementProject Loan Interest Subsidy Agreement • August 16th, 2010 • MEMSIC Inc • Semiconductors & related devices
Jiangsu Xishan Economic Development Zone Administrative Committee (hereinafter referred to as Party A) and Memsic Transducer Systems Co., Ltd. (hereinafter referred to as Party B) agreed to enter into this agreement. By this agreement, Party A agrees to grant support fund to cover interest expense of Part B’s project loan.
December 22, 2008 Patrick Chiumiento York, ME 03909 Dear Mr. Chiumiento:Separation Agreement • March 31st, 2009 • MEMSIC Inc • Semiconductors & related devices • Massachusetts
This letter agreement (the “Separation Agreement”) will confirm the terms of your voluntary resignation and separation from employment with MEMSIC, Inc. (“MEMSIC” or “the Company”).
December 15, 2011Separation Agreement • March 16th, 2012 • MEMSIC Inc • Semiconductors & related devices • Massachusetts
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • September 28th, 2007 • MEMSIC Inc • Massachusetts
This TECHNOLOGY LICENSE AGREEMENT (the “Agreement”), dated as of March 3, 1999 (the “Effective Date”), is made by and between Analog Devices, Inc., a Massachusetts corporation having a business address at One Technology Way, Norwood, Massachusetts 02062 (“Analog”), and MEMSIC, Inc., a Delaware corporation having a business address at 21 Osborn Street, Cambridge, Massachusetts 02139 (“Licensee”).
Fixed Asset Loan Contract Agricultural Bank of ChinaFixed Asset Loan Contract • August 16th, 2010 • MEMSIC Inc • Semiconductors & related devices
Dear Customer: In order to protect your rights, before signing this contract please carefully read the provisions of this contract (particularly bold terms) which are about your rights and obligations in the contract. If there are any questions of this contract, please consult the lending bank.
Joint Filing AgreementJoint Filing Agreement • May 2nd, 2013 • MEMSIC Inc • Semiconductors & related devices
This will confirm the agreement by and among the undersigned that the Schedule 13D (the “Schedule”) filed on or about this date with respect to the beneficial ownership by the undersigned of shares of common stock, par value $0.00001 per share, of MEMSIC, Inc., a Delaware corporation, is being filed on behalf of the undersigned.
VOTING AGREEMENTVoting Agreement • April 25th, 2013 • MEMSIC Inc • Semiconductors & related devices • Delaware
VOTING AGREEMENT, dated as of April 22, 2013 (this “Agreement”), by and among MEMSIC, Inc., a Delaware corporation (the “Company”), MZ Investment Holdings Limited, an exempted company formed under the laws of the Cayman Islands with limited liability (“Parent”) and the stockholders of the Company listed on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).
AMENDMENT TO VOTING AND CONTRIBUTION AGREEMENTSVoting and Contribution Agreements • July 3rd, 2013 • MEMSIC Inc • Semiconductors & related devices • Delaware
THIS FIRST AMENDMENT TO EACH OF THE VOTING AND CONTRIBUTION AGREEMENTS (this “Amendment”) is made and entered into as of the 3rd day of July, 2013, by and among MEMSIC, Inc., a Delaware corporation (the “Company”), Mr. Alexander Dribinsky, an individual employed by the Company (“Dribinsky”), MZ Investment Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Parent”), IDG-Accel China Capital II L.P., a limited partnership organized under the laws of the Cayman Islands (“Purchaser”), and various affiliates of Purchaser, as listed on the signature pages hereto (collectively, “IDG”).
MEMSIC Wuxi Wireless Sensor Network Technology Co., Ltd. Investment Contribution AgreementInvestment Contribution Agreement • March 16th, 2012 • MEMSIC Inc • Semiconductors & related devices
Party A is a state-owned financial investment group under Wuxi New District. It provides venture capital funds to promote technical innovation, entrepreneurship and strategic development of new emerging industries as well as regional economic transformation in Wuxi New District.
MEMSIC, INC. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • September 28th, 2007 • MEMSIC Inc • Massachusetts
This Senior Executive Change in Control Agreement (“Agreement”) is entered into as of August , 2007, by and between MEMSIC, Inc., a Delaware corporation with its principal offices located at One Technology Drive, Suite 325, Andover, MA 01810 (together with its successors and assigns, the “Company”), and , an individual residing at , (the “Executive”).
MEMSIC, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 21st, 2007 • MEMSIC Inc • Semiconductors & related devices • Massachusetts
INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) by and between MEMSIC, Inc., a Delaware corporation (the “Company”), and the officer or employee of the Company (the “Optionee”) specified in Schedule A appended to this Agreement (“Schedule A”).
MEMSIC, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 21st, 2007 • MEMSIC Inc • Semiconductors & related devices • Massachusetts
NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) by and between MEMSIC, Inc., a Delaware corporation (the “Company”), and the director, officer, employee, or consultant of the Company (the “Optionee”) specified on Schedule A appended to this Agreement (“Schedule A”).
MEMSIC, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 28th, 2007 • MEMSIC Inc • Massachusetts
This Agreement dated as of December 22, 2006 is entered into by and among MEMSIC, Inc., a Delaware corporation (the “Company”), Dr. Yang Zhao (the “Founder”), and the holders the Company’s Preferred Stock listed on the Schedule of Preferred Holders attached hereto as Exhibit A, together with any subsequent Purchasers, or transferees, who become parties hereto as “Purchasers” pursuant to Sections 5 and 9.10 below (the “Purchasers” and each individually a “Purchaser” and together with the Founder, the “Stockholders”).
