EQUITY CONTRIBUTION AND VOTING AGREEMENTEquity Contribution and Voting Agreement • June 15th, 2015 • China Broadband Capital Partners Lp • 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).
CONSORTIUM AGREEMENT among THE PARTIES NAMED IN SCHEDULE A HERETO, 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. Dated as of May 18, 2015Consortium Agreement • June 15th, 2015 • China Broadband Capital Partners Lp • Services-prepackaged software • Hong Kong
THIS CONSORTIUM AGREEMENT is made as of May 18, 2015, 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 (as defined below) identified on Schedule A (each, a “Senior Management Member” and, collectively, the “Senior Management Members”). Each of the Senior Management Members and IDG is referred to herein as a “Party” and collectively, the “Parties.”
This JOINDER AGREEMENT is dated as of June 8, 2015.Joinder Agreement • June 15th, 2015 • China Broadband Capital Partners Lp • 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.
AGREEMENT OF JOINT FILINGJoint Filing Agreement • June 15th, 2015 • China Broadband Capital Partners Lp • Services-prepackaged software
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
