AGREEMENT AND PLAN OF MERGER among SUNFLOWER PARENT LIMITED, SUNFLOWER MERGER SUB LIMITED and SUNGY MOBILE LIMITEDMerger Agreement • June 10th, 2015 • Ho Chi Sing • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER, dated as of June 8, 2015 (this “Agreement”), among Sunflower Parent Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), Sunflower Merger Sub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and Sungy Mobile Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”).
EQUITY CONTRIBUTION AND VOTING AGREEMENTEquity Contribution and Voting Agreement • June 10th, 2015 • Ho Chi Sing • Services-prepackaged software • New York
EQUITY CONTRIBUTION AND VOTING AGREEMENT (this “Agreement”), made and entered into as of June 8, 2015 by and among SUNFLOWER PARENT LIMITED, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), and certain shareholders of SUNGY MOBILE LIMITED, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), listed in column (A) of Schedule A (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
LIMITED GUARANTEELimited Guarantee • June 10th, 2015 • Ho Chi Sing • Services-prepackaged software • New York
Limited Guarantee, dated as of June 8, 2015 (this “Limited Guarantee”), by Freedom First Holdings Limited (the “Guarantor”), in favor of Sungy Mobile Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Guaranteed Party”). Reference is hereby made to the 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 the Guaranteed Party, Sunflower Parent Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), and Sunflower Merger Sub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined have the meanings given to them in the Merger Agreement.
This JOINDER AGREEMENT is dated as of June 8, 2015.Joinder Agreement • June 10th, 2015 • Ho Chi Sing • Services-prepackaged software • Hong Kong
Reference is hereby made to the Consortium Agreement dated May 18, 2015 (the “Consortium Agreement”), among IDG-Accel China Growth Fund L.P., IDG-Accel China Growth Fund-A L.P., IDG Technology Venture Investment III, L.P. and IDG-Accel China Investors L.P. (together, “IDG”) and certain equity holders of the Company named therein (the “Senior Management Members”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Consortium Agreement.
