ACTIONS SEMICONDUCTOR CO., LTD. AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTSDeposit Agreement • October 24th, 2005 • Actions Semiconductor Co., Ltd. • New York
DEPOSIT AGREEMENT dated as of September , 2005 (the “Deposit Agreement”) among ACTIONS SEMICONDUCTOR CO., LTD., a Cayman Islands exempted company, and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 24th, 2005 • Actions Semiconductor Co., Ltd. • Hong Kong
This Share Purchase Agreement (“Agreement”) is made as of September 2, 2005, by and among the persons and/or entities (each, a “Seller” and collectively, the “Sellers”) listed on the Schedule of Sellers attached as Exhibit A-1; and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on the Schedule of Investors attached as Exhibit A-2; and Actions Semiconductor Co., Ltd., an exempted company organized under the laws of the Cayman Islands (the “Company”).
Form of Lock-Up Agreement for all ShareholdersLock-Up Agreement • October 24th, 2005 • Actions Semiconductor Co., Ltd. • New York
As an inducement to the Underwriters (defined herein) to execute the underwriting agreement (the “Underwriting Agreement”) among Actions Semiconductor Co., Ltd. (“Actions”), the selling shareholders named therein, and Credit Suisse First Boston LLC (“CSFB”), acting as representative of the underwriters (the “Underwriters”) named therein, pursuant to which an offering will be made that is intended to result in the establishment of a public market for Ordinary Shares, par value U.S.$0.000001 per share (the “Securities”) of Actions, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same e
SHAREHOLDERS AGREEMENTShareholders Agreement • October 24th, 2005 • Actions Semiconductor Co., Ltd. • Hong Kong
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is by and among Actions Semiconductor Co., Ltd., an exempted company organized under the laws of the Cayman Islands (“Company”), the persons and entities (each, an “Existing Shareholder” and collectively, the “Existing Shareholders”) listed on Exhibit A-1 attached hereto, and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A-2 attached hereto. The Existing Shareholders and the Investors are referred to herein as “Shareholders” collectively and each a “Shareholder.”
