LIMITED GUARANTYLimited Guaranty • December 2nd, 2016 • Idg-Accel China Growth Fund Ii L P • Telegraph & other message communications • New York
This LIMITED GUARANTY, dated as of December 1, 2016 (this “Limited Guaranty”), is made by Mr. Leilei Wang (the “Guarantor”) in favor of KongZhong Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”).
AGREEMENT AND PLAN OF MERGER among MZ Investment Holdings Limited, MZ Investment Holdings Merger Sub Limited and MEMSIC, Inc. Dated as of April 22, 2013Agreement and Plan of Merger • April 25th, 2013 • Idg-Accel China Growth Fund Ii L P • 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”).
VOTING AGREEMENTVoting Agreement • December 2nd, 2016 • Idg-Accel China Growth Fund Ii L P • Telegraph & other message communications • New York
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 1, 2016, by and among Linkedsee Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), KongZhong Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and certain shareholders of the Company, listed on Schedule A (each, a “Voting Shareholder” and collectively, the “Voting Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
ADHERENCE AGREEMENTAdherence Agreement • December 2nd, 2016 • Idg-Accel China Growth Fund Ii L P • Telegraph & other message communications • New York
Hexie Chengzhang Phase II (Yiwu) Investment Center (Limited Partnership), a limited partnership organized and existing under the laws of PRC with its registered address at No. 133, Futian Street, Yiwu, Zhejiang Province, PRC (the “New Sponsor”).
ADHERENCE AGREEMENTAdherence Agreement • December 2nd, 2016 • Idg-Accel China Growth Fund Ii L P • Telegraph & other message communications • New York
Gongqingcheng Wujiang Xingyao Investment Management Partnership (Limited Partnership), a limited partnership organized and existing under the laws of PRC with its registered address at Private Equity Fund Park 405-286, Gongqingcheng, Jiujiang, Jiangxi Province, PRC (the “New Sponsor”).
FORM OF ADHERENCE AGREEMENTForm of Adherence Agreement • February 17th, 2016 • Idg-Accel China Growth Fund Ii L P • Telegraph & other message communications • New York
上海宏流资产管理中心(有限合伙)(Shanghai Trend Asset Management Center (Limited Partnership)), a PRC limited partnership with its registered address at Unit 1-110, Zone B, 5th Floor, 163 Songxing Road, Baoshan District, Shanghai, China (the “New Sponsor”).
CONSORTIUM AGREEMENTConsortium Agreement • February 5th, 2016 • Idg-Accel China Growth Fund Ii L P • Telegraph & other message communications • New York
THIS CONSORTIUM AGREEMENT is made as of February 5, 2016 (the “Agreement”), by and among Leilei Wang (the “Chairman”), Right Advance Management Ltd., a British Virgin Islands company (“Right Advance”), Chiming Bells International Limited, a British Virgin Islands company (“Chiming Bells”, and together with Right Advance, the “Chairman Holding Companies” and together with Chairman, the “Chairman Parties”), IDG-Accel China Growth Fund II L.P., a Cayman Islands limited partnership (“IDG Growth II”), and IDG-Accel China Investors II L.P., a Cayman Islands limited partnership (“IDG Investors II”, together with IDG Growth II, “IDG”, and together with all Additional Sponsors (as defined below), the “Sponsors”). The Chairman Parties and each Sponsor is referred to herein as a “Party”, and collectively, the “Parties”. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 10.1 hereof.
VOTING AGREEMENTVoting Agreement • April 25th, 2013 • Idg-Accel China Growth Fund Ii L P • 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).
LIMITED GUARANTYLimited Guaranty • April 25th, 2013 • Idg-Accel China Growth Fund Ii L P • Semiconductors & related devices • Delaware
Limited Guaranty, dated as of April 22, 2013 (this “Limited Guaranty”), by IDG-Accel China Capital II L.P., a limited partnership formed under the laws of the Cayman Islands (the “Guarantor”), in favor of MEMSIC, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
FORM OF JOINT FILING AGREEMENTForm of Joint Filing Agreement • February 5th, 2016 • Idg-Accel China Growth Fund Ii L P • Telegraph & other message communications
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value US$0.0000005 per share, of KongZhong Corporation, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
COMMITMENT LETTER April 22, 2013Merger Agreement • April 25th, 2013 • Idg-Accel China Growth Fund Ii L P • Semiconductors & related devices • Delaware
This letter agreement sets forth the commitment of IDG-Accel China Capital II L.P. (the “Sponsor” or “IDG”), subject to the terms and conditions contained herein, to purchase equity interests of MZ Investment Holdings Limited, a Cayman Islands exempted company (“Parent”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among MEMSIC, Inc., a Delaware corporation (the “Company”), Parent, and MZ Investment Holdings Merger Sub Limited, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned subsidiary of Parent. Capitalized terms used in this letter and not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • November 20th, 2012 • Idg-Accel China Growth Fund Ii L P • Semiconductors & related devices
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. 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.
EXHIBIT A Joint Filing AgreementJoint Filing Agreement • June 5th, 2012 • Idg-Accel China Growth Fund Ii L P • Biological products, (no disgnostic substances)
CONTRIBUTION AGREEMENTContribution Agreement • April 25th, 2013 • Idg-Accel China Growth Fund Ii L P • Semiconductors & related devices • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of April 22, 2013, by and among 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 certain other stockholders of MEMSIC, Inc., a Delaware corporation (the “Company”), listed on Schedule A (each such stockholder and Purchaser, a “Rollover Holder” and collectively, the “Rollover Holders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
