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 • April 10th, 2012 • Warburg Pincus Private Equity VIII, L.P. • 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.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 10th, 2012 • Warburg Pincus Private Equity VIII, L.P. • Semiconductors & related devices • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), made and entered into as of December 25, 2011, by and among Century First Limited, a British Virgin Islands company (“Seller”) and the entities listed on Exhibit A attached hereto (each a “Buyer” and collectively, “Buyers”).
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • April 10th, 2012 • Warburg Pincus Private Equity VIII, L.P. • Semiconductors & related devices
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
THIS ACKNOWLEDGEMENT AND CONFIRMATION (this “Letter”) is entered into on March 31, 2012, by and among Coolsand Holdings Co., Ltd., a Cayman Islands corporation, Masshall Limited, a British Virgin Islands corporation, and Coolsand Technologies (Hong...Acknowledgement and Confirmation • April 10th, 2012 • Warburg Pincus Private Equity VIII, L.P. • Semiconductors & related devices • New York
Coolsand Holdings Co., Ltd. /s/ Julian Cheng Name: Julian Cheng Title: Director Masshall Limited /s/ Julian Cheng Name: Julian Cheng Title: Director Coolsand Technologies (Hong Kong) Limited /s/ Ding Yi Name: Ding Yi Title: Director RDA Microelectronics, Inc. /s/ Vincent Tai Name: Vincent Tai Title: Chief Executive Officer
