THIS ADHERENCE AGREEMENT (this “Agreement”) is entered into on August 15, 2016 between:Adherence Agreement • August 22nd, 2016 • Supernova Investment Inc. • Semiconductors & related devices • Hong Kong
WHEREAS, the parties listed at Annex A (the “Existing Parties”) entered into a consortium agreement initially dated May 18, 2016, (as amended by an adherence agreement dated July 08, 2016, the “Consortium Agreement”) and proposed to undertake a transaction (the “Transaction”) with respect to Actions Semiconductor Co., Ltd. (the “Target”), a company incorporated under the laws of the Cayman Islands and listed on Nasdaq Global Market (“Nasdaq”), pursuant to which the Target would be acquired, delisted from Nasdaq, and deregistered under the United States Securities Exchange Act of 1934, as amended.
JOINDER AGREEMENTJoinder Agreement • July 11th, 2016 • Supernova Investment Inc. • Semiconductors & related devices
This JOINDER AGREEMENT (the “Joinder”) is dated as of July 8, 2016 by and among the Existing Members and their respective controlling persons set forth in item 1 of Annex A (collectively the “Original Reporting Persons”) and the New Members and their respective controlling persons set forth in item 2 of Annex A (collectively, the “Additional Reporting Persons”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 16th, 2016 • Supernova Investment Inc. • Semiconductors & related devices • Hong Kong
This Voting and Support Agreement (this “Agreement”) dated September 16, 2016 is entered into by and among Supernova Investment Ltd., a private company limited by shares incorporated under the laws of the Republic of Mauritius (“Parent”), Starman Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the other Rollover Shareholders named in the merger agreement and plan of merger dated September 12, 2016 (the “Merger Agreement”) among Parent, Merger Sub and Actions Semiconductor Co., Ltd., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”).
AGREEMENT AND PLAN OF MERGER among SUPERNOVA INVESTMENT LTD., STARMAN LIMITED and ACTIONS SEMICONDUCTOR CO., LTD. Dated as of September 12, 2016Agreement and Plan of Merger • September 16th, 2016 • Supernova Investment Inc. • Semiconductors & related devices • New York
JOINT FILING AGREEMENTJoint Filing Agreement • May 23rd, 2016 • Supernova Investment Inc. • 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.
JOINDER AGREEMENTJoinder Agreement • August 22nd, 2016 • Supernova Investment Inc. • Semiconductors & related devices
This JOINDER AGREEMENT (the “Joinder”) is dated as of August 15, 2016 by and among the Existing Members and their respective controlling persons set forth in item 1 of Annex A (collectively the “Original Reporting Persons”) and the New Members and their respective controlling persons set forth in item 2 of Annex A (collectively, the “Additional Reporting Persons”).
CONSORTIUM AGREEMENTConsortium Agreement • May 23rd, 2016 • Supernova Investment Inc. • Semiconductors & related devices • Hong Kong
THIS CONSORTIUM AGREEMENT (this “Agreement”) is made as of May 18, 2016, by and among Supernova Investment Inc., a Mauritius company (“Supernova”), and the parties listed on Schedule A attached hereto, each referred to herein as a “Party” and collectively as the “Parties.” All capitalized terms used but not defined in the first place they appear in this Agreement are defined under Article X hereof.
THIS ADHERENCE AGREEMENT (this “Agreement”) is entered into on July 8, 2016 between:Adherence Agreement • July 11th, 2016 • Supernova Investment Inc. • Semiconductors & related devices • Hong Kong
WHEREAS, on May 18, 2016, the parties listed at Annex A (the “Existing Parties”) entered into a consortium agreement (the “Consortium Agreement”) and proposed to undertake a transaction (the “Transaction”) with respect to Actions Semiconductor Co., Ltd. (the “Target”), a company incorporated under the laws of the Cayman Islands and listed on Nasdaq Global Market (“Nasdaq”), pursuant to which the Target would be acquired, delisted from Nasdaq, and deregistered under the United States Securities Exchange Act of 1934, as amended.
