AGREEMENT AND PLAN OF MERGER among MZ Investment Holdings Limited, MZ Investment Holdings Merger Sub Limited and MEMSIC, Inc. Dated as of April 22, 2013Merger Agreement • April 25th, 2013 • Idg-Accel China Growth Fund Ii L P • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 22, 2013 (this “Agreement”), among MZ Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), MZ Investment Holdings Merger Sub Limited, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and MEMSIC, Inc., a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • April 25th, 2013 • Idg-Accel China Growth Fund Ii L P • Semiconductors & related devices • Delaware
VOTING AGREEMENT, dated as of April 22, 2013 (this “Agreement”), by and among MEMSIC, Inc., a Delaware corporation (the “Company”), MZ Investment Holdings Limited, an exempted company formed under the laws of the Cayman Islands with limited liability (“Parent”) and the stockholders of the Company listed on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).
LIMITED GUARANTYLimited Guaranty • April 25th, 2013 • Idg-Accel China Growth Fund Ii L P • Semiconductors & related devices • Delaware
Limited Guaranty, dated as of April 22, 2013 (this “Limited Guaranty”), by IDG-Accel China Capital II L.P., a limited partnership formed under the laws of the Cayman Islands (the “Guarantor”), in favor of MEMSIC, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
COMMITMENT LETTER April 22, 2013Commitment Letter • April 25th, 2013 • Idg-Accel China Growth Fund Ii L P • Semiconductors & related devices • Delaware
This letter agreement sets forth the commitment of IDG-Accel China Capital II L.P. (the “Sponsor” or “IDG”), subject to the terms and conditions contained herein, to purchase equity interests of MZ Investment Holdings Limited, a Cayman Islands exempted company (“Parent”). It is contemplated that, pursuant to that certain 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 MEMSIC, Inc., a Delaware corporation (the “Company”), Parent, and MZ Investment Holdings Merger Sub Limited, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned subsidiary of Parent. Capitalized terms used in this letter and not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.
CONTRIBUTION AGREEMENTContribution Agreement • April 25th, 2013 • Idg-Accel China Growth Fund Ii L P • Semiconductors & related devices • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of April 22, 2013, by and among MZ Investment Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Parent”), IDG-Accel China Capital II L.P., a limited partnership organized under the laws of the Cayman Islands (“Purchaser”), and certain other stockholders of MEMSIC, Inc., a Delaware corporation (the “Company”), listed on Schedule A (each such stockholder and Purchaser, a “Rollover Holder” and collectively, the “Rollover Holders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
