DEPOSIT AGREEMENT by and among RDA MICROELECTRONICS, INC. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of November 9, 2010Deposit Agreement • March 15th, 2013 • RDA Microelectronics, Inc. • Semiconductors & related devices • New York
FORM INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERSIndemnification Agreement • October 21st, 2010 • RDA Microelectronics, Inc. • Semiconductors & related devices • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2010, by and between RDA Microelectronics, Inc., an exempted company duly incorporated and validly existing under the law of the Cayman Islands (the “Company”), and (the “Indemnitee”), a director/an executive officer of the Company.
DEPOSIT AGREEMENT by and among RDA MICROELECTRONICS, INC. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [DATE], 2010Deposit Agreement • November 3rd, 2010 • RDA Microelectronics, Inc. • Semiconductors & related devices • New York
DEPOSIT AGREEMENT, dated as of [DATE], 2010, by and among (i) RDA MICROELECTRONICS, INC., a company incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
AGREEMENT AND PLAN OF MERGER by and among Tsinghua Unigroup Ltd. and RDA Microelectronics, Inc. Dated as of November 11, 2013Merger Agreement • November 12th, 2013 • RDA Microelectronics, Inc. • Semiconductors & related devices • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 11, 2013, by and among Tsinghua Unigroup Ltd., a limited liability company established under the laws of the People’s Republic of China (“Parent”), and RDA Microelectronics, Inc., an exempted company incorporated under the Laws of the Cayman Islands (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 21st, 2010 • RDA Microelectronics, Inc. • Semiconductors & related devices
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of (the “Effective Date”) by and between RDA Microelectronics, Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).
DISTRIBUTION AGREEMENTDistribution Agreement • October 21st, 2010 • RDA Microelectronics, Inc. • Semiconductors & related devices • Hong Kong
As of the Effective Date of this Agreement, Supplier appoints Distributor and Distributor agrees to perform as a non-exclusive, authorized distributor of all products offered by Supplier for sale through distribution, including but not limited to those listed above, in accordance with the terms and conditions set forth in the following attachments:
ASSET PURCHASE AGREEMENT by and among RDA Microelectronics, Inc. Coolsand Holdings Co., Ltd. Masshall Limited and Coolsand Technologies (Hong Kong) Limited Dated as of March 22, 2012Asset Purchase Agreement • March 15th, 2013 • RDA Microelectronics, Inc. • Semiconductors & related devices • New York
This Asset Purchase Agreement, dated as of March 22, 2012 (this “Agreement”), is made by and among Coolsand Holdings Co., Ltd., a Cayman Islands corporation, Masshall Limited, a British Virgin Islands corporation, and Coolsand Technologies (Hong Kong) Limited, a Hong Kong corporation, (each a “Seller,” and collectively the “Sellers”) and RDA Microelectronics, Inc., a Cayman Islands corporation (the “Purchaser”). All capitalized terms used herein shall have the meanings specified in Article I below or elsewhere in this Agreement, as applicable.
RDA MICROELECTRONICS, INC. [·] American Depository Shares representing [·] Ordinary Shares, par value US$0.01 per ordinary share FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 27th, 2013 • RDA Microelectronics, Inc. • Semiconductors & related devices • New York
The undersigned understands that Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Morgan Stanley & Co. International plc (“Morgan Stanley”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with RDA Microelectronics, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and the selling shareholders named therein, providing for the public offering (the “Public Offering”) by the several Underwriters, including Credit Suisse and Morgan Stanley (the “Underwriters”), of a certain number of ordinary shares, par value $0.001 per share, of the Company (the “Ordinary Shares”) in the form of American Depositary Shares (“ADSs”).
LICENSE AGREEMENTLicense Agreement • October 21st, 2010 • RDA Microelectronics, Inc. • Semiconductors & related devices • Texas
This Agreement, effective as of the 12th day of May, 2010 (the “Effective Date”) is by and among Silicon Laboratories Inc., a Delaware corporation whose address and principal place of business is 400 W. Cesar Chavez, Austin, TX 78701 (“SL”) and Silicon Laboratories International Pte., Ltd., a Singapore corporation whose address and principal place of business is No. 6 Serangoon North Avenue 5, #06-01, Singapore 554910 (“SLI”) and their Affiliates (collectively “Silicon Labs”), and RDA Technologies Limited, a Hong Kong company, whose address is Room 2003, 22/F, CC Wu Building, No. 302-308, Hennessy Road, Hong Kong, and its Affiliates (“RDA”).
ANNEX 1 RDA TECHNOLOGIES LIMITED MALI 400MP TERMTechnology Licence Agreement • March 15th, 2013 • RDA Microelectronics, Inc. • Semiconductors & related devices
This Annex 1, when signed by both parties, shall form part of and be incorporated into the Technology Licence Agreement (“TLA”) between the parties (document reference as identified in the table above). Solely for the purposes of interpretation of the TLA with respect to this Annex 1, to the extent that the provisions contained in this Annex 1 conflict with any of the provisions of the TLA the provisions contained in this Annex 1 shall prevail over and shall supersede the conflicting provisions in the TLA.
ANNEX 1 RDA TECHNOLOGIES LIMITED CONFIGURABLE SYSTEM PRODUCTS NIC-301, QoS-301, GIC-390, SMC-353 FIXED SYSTEM PRODUCTS L2C-310, DMC-400 AMBA DESIGNERTechnology Licence Agreement • March 15th, 2013 • RDA Microelectronics, Inc. • Semiconductors & related devices
This Annex 1, when signed by both parties, shall form part of and be incorporated into the Technology Licence Agreement (“TLA”) between the parties (document reference as identified in the table above). Solely for the purposes of interpretation of the TLA with respect to this Annex 1, to the extent that the provisions contained in this Annex 1 conflict with any of the provisions of the TLA the provisions contained in this Annex 1 shall prevail over and shall supersede the conflicting provisions in the TLA.
ANNEX 1 RDA TECHNOLOGIES LIMITED CORTEX-A7 MPCORE, CORTEX-A7 FPU, CORTEX-A7 NEONTechnology Licence Agreement • March 15th, 2013 • RDA Microelectronics, Inc. • Semiconductors & related devices
This Annex, when signed by both parties, shall form part of and be incorporated into the Technology Licence Agreement (“TLA”) between the parties (document reference as identified in the table above). Solely for the purposes of interpretation of the TLA with respect to this Annex, to the extent that the provisions contained in this Annex conflict with any of the provisions of the TLA the provisions contained in this Annex shall prevail over and shall supersede the conflicting provisions in the TLA.
INTELLECTUAL PROPERTY ASSIGNMENTIntellectual Property Assignment • March 15th, 2013 • RDA Microelectronics, Inc. • Semiconductors & related devices • New York
This INTELLECTUAL PROPERTY ASSIGNMENT (the “Assignment”) is made this 22nd day of March, 2012, by and among Coolsand Holdings Co., Ltd., a Cayman Islands corporation, Masshall Limited, a British Virgin Islands corporation, and Coolsand Technologies (Hong Kong) Limited, a Hong Kong corporation, (each a “Assignor,” and collectively the “Assignors”) and RDA Microelectronics, Inc., a Cayman Islands corporation (the “Assignee”).
IP BLOCK LICENSE AND DEVELOPMENT AGREEMENTIp Block License and Development Agreement • March 16th, 2012 • RDA Microelectronics, Inc. • Semiconductors & related devices
This IP BLOCK LICENSE AND DEVELOPMENT AGREEMENT (the “Agreement”) is made and entered into this December 29, 2011 (“Effective Date”) by and between RDA Technologies, Ltd., a Hong Kong corporation, having its principal place of business at 6/F Building 4, 690 Bibo Road, Pudong District, Shanghai, 201203 (“RDA”) and Trident Microsystems (Far East) Ltd., a Cayman Islands corporation, having its principal place of business at Ugland House, South Church Street, Grand Cayman, Cayman Islands B.W.I. (“Trident”). RDA and Trident are sometimes referred to herein as a “party” or the “parties”.
ANNEX 1 RDA TECHNOLOGIES LIMITED CORTEX-A5 UP / CORTEX-A5MP / CORTEX-A5 FPU / CORTEX-A5 NEONTechnology Licence Agreement • March 15th, 2013 • RDA Microelectronics, Inc. • Semiconductors & related devices
This Annex 1, when signed by both parties, shall form part of and be incorporated into the Technology Licence Agreement (“TLA”) between the parties (document reference as identified in the table above). Solely for the purposes of interpretation of the TLA with respect to this Annex 1, to the extent that the provisions contained in this Annex 1 conflict with any of the provisions of the TLA the provisions contained in this Annex 1 shall prevail over and shall supersede the conflicting provisions in the TLA.
DISTRIBUTION AGREEMENTDistribution Agreement • October 21st, 2010 • RDA Microelectronics, Inc. • Semiconductors & related devices • New York
As of the Effective Date of this Agreement, Supplier appoints Distributor and Distributor agrees to perform as a non-exclusive, authorized distributor of all products offered by Supplier for sale through distribution, including but not limited to those listed above, in accordance with the terms and conditions set forth in the following attachments:
Joint Filing AgreementJoint Filing Agreement • November 19th, 2010 • RDA Microelectronics, Inc. • Semiconductors & related devices
We, the undersigned, hereby agree that the Statement on Schedule 13G in connection with the securities of RDA Mircroelectronics, Inc. to which this Agreement is an Exhibit, and any amendment thereafter signed by each of the undersigned, may be filed by IDG-Accel China Growth Fund L.P., IDG-Accel China Growth Fund-A L.P. and IDG-Accel China Investors L.P. on behalf of each of the undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.
AMENDMENT TO AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 20, 2013Agreement and Plan of Merger • April 8th, 2014 • RDA Microelectronics, Inc. • Semiconductors & related devices
This AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of December 20, 2013, by and among Tsinghua Unigroup Ltd., a limited liability company established under the laws of the People’s Republic of China (“Parent”), RDA Acquisition Limited, an exempted company incorporated under the laws of the Cayman Islands and a majority-owned, indirect, subsidiary of Parent (“Merger Sub”) and RDA Microelectronics, Inc., an exempted company incorporated under the Laws of the Cayman Islands (the “Company”).
RDA MICROELECTRONICS (SHANGHAI) INC. Building 2, Room 302, Floor 3, 690 Bibo Road, Zhangjiang Hi-Tech Park, Shanghai 201203, P.R.China. February 2008 Dear Sirs, Technology Licence Agreement, document number LEC-TLA-00547Technology License Agreement • October 21st, 2010 • RDA Microelectronics, Inc. • Semiconductors & related devices
This letter refers to the terms of the Technology License Agreement to be entered into between ARM Limited whose registered office is situated at 110 Fulbourn Road, Cambridge CB1 9NJ, England and RDA International Inc. (“RDA International”) whose principal place of business is 3328, 33/F China Merchants Tower, 168 Connaught Road Central, Hong Kong (the “Agreement”).
DISTRIBUTION AGREEMENTDistribution Agreement • October 21st, 2010 • RDA Microelectronics, Inc. • Semiconductors & related devices • New York
As of the Effective Date of this Agreement, Supplier appoints Distributor and Distributor agrees to perform as a non-exclusive, authorized distributor of all products offered by Supplier for sale through distribution, including but not limited to those listed above, in accordance with the terms and conditions set forth in the following attachments:
ANNEX 1 RDA TECHNOLOGIES LIMITED PIPD TECHNOLOGY — CELL LIBRARIES AND PERFORMANCE OPTIMISATION PACKAGE — FOR TSCM 40NM PROCESSTechnology License Agreement • March 15th, 2013 • RDA Microelectronics, Inc. • Semiconductors & related devices
This Annex 1, when signed by both parties, shall form part of and be incorporated into the Technology Licence Agreement (“TLA”) between the parties (document reference as identified in the table above). Solely for the purposes of interpretation of the TLA with respect to this Annex 1, to the extent that the provisions contained in this Annex 1 conflict with any of the provisions of the TLA the provisions contained in this Annex 1 shall prevail over and shall supersede the conflicting provisions in the TLA.
DISTRIBUTION AGREEMENTDistribution Agreement • October 21st, 2010 • RDA Microelectronics, Inc. • Semiconductors & related devices • New York
As of the Effective Date of this Agreement, Supplier appoints Distributor and Distributor agrees to perform as a non-exclusive, authorized distributor of all products offered by Supplier for sale through distribution, including but not limited to those listed above, in accordance with the terms and conditions set forth in the following attachments:
RDA MICROELECTRONICS, INC. SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreements • October 21st, 2010 • RDA Microelectronics, Inc. • Semiconductors & related devices • Hong Kong
THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of February 25, 2010 by and among RDA Microelectronics, Inc., a company organized and existing under the laws of the Cayman Islands (the “Company”), RDA Microelectronics (BVI) Inc., the Company’s directly wholly owned subsidiary under the laws of the British Virgin Islands (“RDA BVI”), RDA International, Inc., the Company’s indirectly wholly owned subsidiary under the laws of the British Virgin Islands (the “RDA International”), RDA Technologies Limited, the Company’s indirectly wholly owned subsidiary under the laws of Hong Kong (“RDA Hong Kong”), RDA Microelectronics (Shanghai) Co., Ltd. (“RDA Shanghai”), the Company’s indirectly wholly owned subsidiary under the laws of the People’s Republic of China (the “PRC”), RDA Microelectronics (Beijing) Co., Ltd., the Company’s indirectly wholly owned subsidiary under the laws of the PRC (“RDA Beijing,” together with RDA BVI, RDA Internation
ANNEX 1 RDA TECHNOLOGIES LIMITED MALI-300 — IP ACCESSTechnology Licence Agreement • March 15th, 2013 • RDA Microelectronics, Inc. • Semiconductors & related devices
This Annex 1, when signed by both parties, shall form part of and be incorporated into the Technology Licence Agreement (“TLA”) between the parties (document reference as identified in the table above). Solely for the purposes of interpretation of the TLA with respect to this Annex 1, to the extent that the provisions contained in this Annex 1 conflict with any of the provisions of the TLA the provisions contained in this Annex 1 shall prevail over and shall supersede the conflicting provisions in the TLA.
ANNEX 1 RDA TECHNOLOGIES LIMITED PIPD TECHNOLOGY — COMPILERS — FOR TSCM 40NM PROCESSTechnology Licence Agreement • March 15th, 2013 • RDA Microelectronics, Inc. • Semiconductors & related devices
This Annex 1, when signed by both parties, shall form part of and be incorporated into the Technology Licence Agreement (“TLA”) between the parties (document reference as identified in the table above). Solely for the purposes of interpretation of the TLA with respect to this Annex 1, to the extent that the provisions contained in this Annex 1 conflict with any of the provisions of the TLA the provisions contained in this Annex 1 shall prevail over and shall supersede the conflicting provisions in the TLA.
This amendment (“Amendment One”) is effective from 22 June 2009 (“Effective Date”) BETWEEN ARM LIMITED whose registered office is situated at 110 Fulbourn Road, Cambridge CB1 9NJ, United Kingdom (“ARM”); And RDA INTERNATIONAL INC. whose principal...Amendment to Technology License Agreement • October 21st, 2010 • RDA Microelectronics, Inc. • Semiconductors & related devices
The information provided in Table 2 shall be non-binding, supplied in good faith and treated as LICENSEE’s Confidential Information.
45,000,000 Ordinary Shares RDA MICROELECTRONICS, INC. ORDINARY SHARES, PAR VALUE US$0.01 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 4th, 2010 • RDA Microelectronics, Inc. • Semiconductors & related devices • New York
TLA Number LEC-TLA-00547 Legal Counsel AF Annex Effective Date 22 June 2009Technology Licence Agreement • October 21st, 2010 • RDA Microelectronics, Inc. • Semiconductors & related devices
The information provided in Table 2 shall be non-binding, supplied in good faith and treated as LICENSEE’s Confidential Information.
ANNEX 1 RDA TECHNOLOGIES LIMITED CORESIGHT DK-A5Technology Licence Agreement • March 15th, 2013 • RDA Microelectronics, Inc. • Semiconductors & related devices
This Annex, when signed by both parties, shall form part of and be incorporated into the Technology Licence Agreement (“TLA”) between the parties (document reference as identified in the table above). Solely for the purposes of interpretation of the TLA with respect to this Annex, to the extent that the provisions contained in this Annex conflict with any of the provisions of the TLA the provisions contained in this Annex shall prevail over and shall supersede the conflicting provisions in the TLA.
