AGREEMENT AND PLAN OF MERGER BY AND AMONG SPREADTRUM COMMUNICATIONS, INC. BREEZE ACQUISITION CORPORATION QUORUM SYSTEMS, INC. BERNARD XAVIER, JARRETT MALONE AND LON CHRISTENSEN AS FOUNDERS AND WITH RESPECT TO ARTICLES VIII, IX, and X ONLY ENTERPRISE...Agreement and Plan of Merger • June 30th, 2008 • Spreadtrum Communications Inc • Semiconductors & related devices • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 16, 2007 by and among Spreadtrum Communications, Inc., a Cayman Islands company (“Parent”), Breeze Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), Quorum Systems, Inc., a Delaware corporation (the “Company”), Bernard Xavier, Jarrett Malone and Lon Christensen (each a “Founder,” and collectively, the “Founders”), with respect to Article VIII, Article IX and Article X hereof only, Enterprise Partners VI, LP as shareholder representative (the “Shareholder Representative”) and U.S. Bank, National Association, as escrow agent (“Escrow Agent”).
Technology Transfer and Technology License AgreementSpreadtrum Communications Inc • June 30th, 2008 • Semiconductors & related devices • New York
This Agreement is made January 22, 2008 (the “Effective Date”) by and among InterDigital Communications, LLC, a Pennsylvania Corporation with its principal office in King of Prussia, Pennsylvania, USA (“IDC”); InterDigital Technology Corporation, a Delaware Corporation with its principal place of business in Wilmington, Delaware, USA (“ITC”); and Spreadtrum Communications, Inc., a Cayman Islands Corporation, on behalf of itself and its Affiliates (collectively “Spreadtrum”). IDC and ITC are collectively referred to as “InterDigital”, and IDC, ITC and Spreadtrum are referred to as “Parties”.
SPREADTRUM COMMUNICATIONS, INC. Spreadtrum Center Building No. 1, Lane 2288 Zuchongzhi Road Zhangjiang, Shanghai 201203 People’s Republic of ChinaLetter Agreement • June 30th, 2008 • Spreadtrum Communications Inc • Semiconductors & related devices • New York
Reference is made to the Deposit Agreement, dated as of June 29, 2007 (the “Deposit Agreement”), by and among Spreadtrum Communications, Inc., a company organized under the laws of the Cayman Islands (the “Company”), Citibank, N.A., as Depositary (the “Depositary”), and the Holders and Beneficial Owners of American Depositary Shares (the “ADSs”) issued thereunder. All capitalized terms used, but not otherwise defined herein, shall have the meaning assigned thereto in the Deposit Agreement.
